HomeMy WebLinkAbout1985-11-26-0200PM-Specialti
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depositing directly with the paying agent for the Refunded
Bonds the proceeds of such refunding bonds, together with
other available funds, which may be invested or reinvested
only in direct obligations of, or obligations the principal
of and interest on which are unconditionally guaranteed by,
the United States of America, 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 and/or
redemption of the Refunded Bonds, and such deposit shall
constitute the making of firm banking and financial
arrangements for the discharge and f4nal payment of the
Refunded Bonds.
(d) The Court desires to enter into an escrow deposit
agreement (the "Escrow Agreement") with MBank Dallas, N.A.,
Dallas, Texas pursuant to which certain proceeds of the
Bonds, as herein defined and herein authorized, and other
available funds, will be deposited, invested, and applied in
a manner independently certified to be sufficient to provide
for the full and timely payment of all interest on and
principal of the Refunded Bonds (the "Escrow Fund").
(e) Upon the issuance of the Bonds and the SICs herein
authorized, and the creation of the Escrow Fund referred to
above, the Refunded Bonds shall no longer be regarded as
being outstanding, except for the purpose of being paid
pursuant to such Escrow Agreement, and the pledges, liens,
trusts, and all other covenants, provisions, terms, and
conditions of the orders authorizing the issuance of the
Refunded Bonds shall be discharged, terminated, and defeased.
(f) The proportionate total debt service on the Bonds
herein authorized to be issued will amount to less than the
total debt service on the Refunded Bonds.
(g) The Bonds and the SICs herein authorized shall be
payable from taxes of the same nature as those pledged to the
payment of the Refunded Bonds.
(h) The Court desires to authorize the purchase of
certain direct obligations of the United States of America in
the open market and the subscription for certain book entry
United States Treasury certificates of indebtedness, notes,
and bonds and other obligations of the United States of
America to be purchased with the proceeds of the refunding
bonds herein authorized, all for deposit into the Escrow
Fund.
IT IS, THEREFORE, ORDERED BY THE COMMISSIONERS COURT OF
BRAZOS COUNTY, TEXAS, THAT:
Section 1. Redemption of Certain Refunded Bonds. All of
the Series 1980-A Bonds will be called at par on March 1, 1986.
All of the Series 1981 Bonds will be called at par on May 1,
1996. Notice of such redemption is hereby authorized and
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Section 2. Authorization of the Bonds. Negotiable bonds
of the County to be known as "BRAZOS COUNTY, TEXAS, GENERAL
OBLIGATION REFUNDING BONDS, SERIES 1985," ! bearing the date,
interest rates, denominations, numbers, and maturities provided
herein (hereinafter referred to as the "Bonds") are hereby
authorized and shall be issued in the original aggregate
principal amount of $9,450,000 for the purposes described in the
Form of the Bonds contained in Section 4 hereof.
directed to be given in the manner required by the orders
authorizing the Series 1980-A Bonds and the Series 1981 Bonds.
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Section 3. Dates, Maturities, and Interest Rates, The
obligations of the County to be paid from the Interest and
Sinking Fund, as herein defined, are represented by the
following:
A. The Bonds. The Bonds shall be dated December 15, 1985,
shall be inT the denomination of multiples of $5,000 each, shall
be numbered consecutively from R-1 through R-14, and shall mature
on March 1 in each of the years as provided below, unless
theretofore called for redemption prior to their maturities in
accordance with the provisions of the Form of the Bonds contained
in Section 4 hereof, and the Bonds shall bear interest from the
date thereof through the respective maturity date or earlier
redemption at the per annum rates stated below, to wit:
CURRENT INTEREST BONDS
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Initial
Year
Bond
of
Principal
Interest
Number
Maturity
Maturing
Rate
R-1
1986
$565,000
5.250%
R-2
1987
365,000
5.750
R-3
1988
450,000
6.250
R-4
1989
430,000
6.500
R-5
1990
615,000
6.750
R-6
1991
705,000
7.000
R-7
1992
705,000
7.200
R-8
1993
705,000
7.400
R-9
1994
805,000
7.600
R-10
1995
810,000
7.800
R-11
1996
865,000
8.000
R-12
1997
1,020,000
8.100
R-13
1998
1,025,000
8.250
R-14
1999
385,000
8.400
B. Supplemental Interest Certificates. In addition to the
Bonds, two supplemental interest certificates ("SICs"), numbered
SIC 1 and SIC 2, dated the date of delivery, issued in the
aggregate amount of $716,543.21 are hereby authorized. All the
supplemental interest is calculated on the basis of a 360-day
year, of twelve 30-day months, from the date thereof and shall be
payable on the date and in the amount set out in the table below.
VOL S PAGE 10 -3-
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' Supplemental interest shall be evidenced by SICs in the form
set forth in Section 4(B) and shall be in addition to interest on
the Bonds as described in Section 3(A). The SICs shall be issued
and each shall become due and payable on the Supplemental
Interest Payment Due Date, as set forth below:
Supplemental Interest Supplemental
Payment Date Interest Amount
March 1, 1990 SIC 1 - $358,271.60
March 1, 1990 SIC 2 - $358,271.61
Section 4. General Characteristics and Forms:
A. The Bonds. The Bonds shall be issued, shall be payable,
may be redeemable prior to their scheduled maturities, shall have
the characteristics, and shall be signed and executed (and the
Bonds shall be sealed), all as provided in the manner indicated
in the respective forms 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 manually endorsed and
printed on or attached to each of the Initial Bonds (hereinafter
defined), the Form of the Authentication Certificate, and the
Form of Assignment, which shall be, respectively, substantially
as follows, with necessary and appropriate variations, omissions,
and insertions as permitted or required by this order, and the
definitions contained within each such form shall apply solely to
such form.
FORM OF THE BONDS
United States of America
State of Texas
NUMBER DENOMINATION
R- $
REGISTERED REGISTERED
BRAZOS COUNTY, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
December 15, 1985
REGISTERED OWNER:
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PRINCIPAL AMOUNT: $
BRAZOS COUNTY, TEXAS (the "County"), a political subdivision
of the State of Texas, promises to pay to the registered owner
(the "Registered Owner") identified above, or registered assigns,
on the date specified above, upon presentation and surrender of
this bond at the principal corporate trust office of MBank
Dallas, N.A., Dallas, Texas, or its successor (the "Paying
Agent/Registrar"), the principal amount identified above, in
lawful money of the United States of America, and to pay interest
thereon at the rate shown above, calculated on the basis of a
360-day year of twelve 30-day months, from the later o-
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December 15, 1985, or the most recent interest payment date
(defined below) to which interest has been paid or duly provided
for. Interest on this bond is payable by check or draft payable
on March 1, 1986, and each September 1 and March 1 thereafter
(the "Interest Payment Date"), mailed to the Registered Owner of
record as shown on the books of registration kept by the Paying
Agent/Registrar (the "Register"), as of the date which is the
15th calendar day of the month next preceding each Interest
Payment Date (the "Record Date"), or in such other manner as may
be acceptable to the Paying Agent/Registrar.
THIS BOND is one of a series of Bonds (the "Bonds") dated as
of December 15, 1985, of like designation, date, and tenor,
except as to number, interest rate, denomination, and maturity
issued pursuant to the Order adopted by the Commissioners Court
of the County (the "Court") on November 26, 1985 (the "Bond
Order"), in the original aggregate principal amount of $9,450,000
for the purpose of refunding bonds originally issued, of which
collectively $9,450,000 (the "Refunded Bonds"), are comprised of
two separate issues, to wit: "Brazos County, Texas Limited Tax
Courthouse and Building Bonds, Series 1980-A," originally issued
in the aggregate principal amount of $1,000,000, of which
$500,000 remained outstanding on the date of the Bond Order; and
"Brazos County, Texas Permanent Improvement Refunding Bonds,
Series 1981," 6riginally issued in the aggregate principal amount
of $9,000,000, of which $8,950,000 remained outstanding on the
date of the Bond Order.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE
THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE.
IN WITNESS WHEREOF, this 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 the County, registered by the manual or facsimile
signature of the County Treasurer of the County, and the official
seal of the County has been duly impressed, or placed in
facsimile, on this Bond.
(AUTHENTICATION
CERTIFICATE)
xxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Clerk
Brazos County, Texas
(COMMISSIONERS COUNTY SEAL)
BRAZOS COUNTY, TEXAS
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Judge
Brazos County, Texas
REGISTERED:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Treasurer
Brazos County, Texas
(Back Panel of Bonds)
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ON MARCH 1, 1992, or on any date thereafter, the Bonds
maturing on March 1, 1993 through 1999, both inclusive, are
subject to redemption prior to their scheduled maturities, at the
option of the Court, in whole or in part, and the Court shall
r have the right to chose the maturity or maturities of the Bonds
to be redeemed, and the Bonds within a maturity of which only a
portion has been chosen to be selected by the Paying
Agent/Registrar at random and by lot, in multiples of $5,000, at
a redemption price equal to the principal amount thereof plus
'r unpaid accrued interest to the date fixed for redemption, without
premium. Notice of any redemption shall be given not less than
30 days prior to the date fixed for redemption by first class
' mail addressed to the Registered Owner of each Bond to be
redeemed in whole or in part at the address shown on the
Register; provided, however, that failure to mail or receive any
such notice or any defect therein or in the mailing, shall not
affect the validity of any proceedings for redemption of Bonds.
When Bonds or portions thereof have been called for redemption,
and due provision has been made to redeem the same, the principal
amounts so redeemed shall be payable solely from the funds
provided for redemption, and interest which would otherwise
} accrue on the amounts called for redemption shall terminate on
the date fixed for redemption. Reference is made to the Bond
f Order for complete details concerning the manner of redeeming the
Bonds.
THE BONDS are issued pursuant to the Bond Order whereunder
the County covenants to levy a continuing direct annual ad
valorem tax on taxable property within the County, of up to $0.80
per $100 of assessed valuation as provided by Art. 8 §9 of the
Texas Constitution, for each year while any part of the Bonds are
? considered outstanding under the provisions of the Bond Order, in
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} sufficient amount to pay interest on each Bond as it becomes due,
i to provide a sinking fund for the payment of the principal of the
Bonds when due, and to pay the expenses of assessing and
collecting such tax, all as more specifically provided in the
Bond Order. Reference is hereby made to the Bond Order for
{ provisions with respect to the custody and application of the
County's funds, remedies in the event of a default hereunder or
thereunder, and the other rights of the Registered Owner. By
acceptance of this Bond, the Registered Owner consents to all of
the provisions of the Bond Order, a certified copy of which is on
( file in the office of the County Clerk of the County,
` THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon
' presentation and surrender at the principal corporate office of
the Paying Agent/Registrar. If this Bond is being transferred,
it shall be duly endorsed for transfer or accompanied by an
assignment duly executed by the Registered Owner, or his
authorized representative, subject to the terms and conditions of
` the Bond Order. If this Bond is being exchanged, it shall be in
the principal amount of $5,000 or any integral multiple thereof,
subject to the terms and conditions of the Bond Order. The
Paying Agent/Registrar is not required to accept any Bond for
transfer or exchange during the 45 days prior to mailing of any
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notice of redemption; provided, however, that the foregoing shall
not apply to any exchange of Bonds by any Registered Owner for a
portion of Bonds not to be redeemed but which have been called
for redemption in part.
THIS BOND SHALL NOT BE VALID or obligatory for any purpose
or be entitled to any benefit under the Bond Order unless this
Bond either (a) is (registered by the Comptroller of Public
Accounts of the State of Texas as evidenced by execution of the
registration certificate endorsed hereon]* [authenticated as
evidenced by execution of the authentication certificate endorsed
hereon by the Paying Agent/Registrar].**
IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED THAT all
acts, conditions, and things necessary to be done precedent to
the issuance of the Bonds in order to render the same legal,
valid, and binding obligations of the County have happened and
have been accomplished and performed in regular and due time,
form, and manner, as required by law; provision has been made for
the payment of the principal of and interest on the Bonds by the
levy of a continuing, direct annual ad valorem tax upon taxable
property within the County, of up to $0.80 per $100 of assessed
valuation as provided by Art. 8 §9 of the Texas Constitution; and
issuance of the Bonds does not exceed any constitutional or
statutory limitation.
* * *
FORM OF REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
(NOTE: Print on Initial Bonds Only)
COMPTROLLER'S REGISTRATION CERTIFICATES REGISTER NO.
I HEREBY CERTIFY THAT there is on file and of record in my
office a certificate to the effect that the Attorney General of
the State of Texas has examined and finds that this Bond has been
issued in conformity with the Constitution and laws of the State
of Texas and is a valid and binding obligation of Brazos County,
Texas, and further, that this Bond has been registered this day
by me.
F WITNESS my signature and seal of office this .
~ (COMPTROLLER'S SEAL)
Comptroller of Public Accounts of
the State of Texas
*Printer: Include in Initial Bonds only
**Printers Print on all Bonds other than
Initial Bonds
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FORM OF AUTHENTICATION CERTIFICATE
(NOTE: Print on all Bonds except Initial Bonds]
AUTHENTICATION CERTIFICATE
This Bond is one of the Bonds described in and delivered
pursuant to the within-mentioned Bond Order, and this Bond has
been issued in conversion of and exchanged for, or replacement
of, a Bond, Bonds, or a portion of a Bond or Bonds, which was
originally approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State
of Texas.
Registration Date:
MBANK DALLAS, N.A., Dallas, Texas
r BY
Authorized Signatory
MUNICIPAL BOND INSURANCE: Policy No. 1708 with respect to
the payments due for principal of and interest on this Bond has
been issued to The United States Trust Company of New York, in
New York, New York, as the Insurance Trustee under said Policy.
The Policy is issued by AMBAC Indemnity Corporation. Said Policy
is on file and available for inspection at the principal office
of said insurance Trustee and copy thereof may be secured from
AMBAC Indemnity of said Insurance Trustee.
FORM OF ASSIGNMENT
ASSIGNMENT
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FOR VALUE RECEIVED, the undersigned registered owner of this
Bond, or duly authorized representative or attorney thereof,
hereby assigns this Bond to
(Assignee's Social / (print or typewrite Assignee's name
Security or Taxpayer and address, including zip code)
Identification Number)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying
Agent/Registrar's Registration Books with full power of
substitution in the premises.
Dated:
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Signature Guaranteed:
NOTICE: This signature must be
guaranteed by a member firm of
a National Securities Exchange
or a commercial bank or trust
company. Notarized or
witnessed signatures are not
acceptable.
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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 point 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 OF BONDS)
B. The SICs. The SICs shall be issued, shall be payable at
the stated Supplemental Interest Payment Due Date, in the
Supplemental Interest amounts, and shall be signed and executed,
all as provided in the manner set forth below. The form of the
SICs, the form of the Authentication Certificate, and the Form of
Assignment, which shall be, respectively, substantially as
follows, with necessary and appropriate variations, omissions,
and insertions as permitted or required by this Order, and the
definitions contained within each such form shall apply solely to
such form.
VOL 6 PAG
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Registered Owner
NOTICE: This signature must
correspond with the name of
the Registered Owner appearing
on the face of the Bond,
without alteration or
enlargement or other change
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FACE OF SUPPLEMENTAL INTEREST CERTIFICATES
United States of America
State of Texas
NUMBER
,r SIC-
REGISTERED
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DENOMINATION
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REGISTERED
SUPPLEMENTAL INTEREST CERTIFICATE OF
BRAZOS COUNTY, TEXAS,'
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985
REGISTERED OWNER:
SUPPLEMENTAL INTEREST SUPPLEMENT INTEREST
ISSUE DATE PAYMENT DUE DATE AMOUNT DUE
December 15, 1985 March 1, 1990
SUPPLEMENTAL INTEREST AMOUNT: DOLLARS
BRAZOS COUNTY, TEXAS (the "County"), a political subdivision
of the State of Texas, promises to pay to the Registered Owner
identified above, or registered assigns, on the Supplemental
Interest Payment Due Date (the "Due Date") specified above, by
presentation and surrender of such Supplemental Interest
Certificate (the "SIC") at the principal corporate trust office
of MBank Dallas, N.A., Dallas, Texas (the "Paying
Agent/Registrar"), the amount specified above, in lawful money of
the United States of America. Supplemental interest commences to
accrue on the Issuance Date, which is the date of authentication
and delivery of such SIC and is payable on March 1, 1990.
THIS SIC represents Supplemental Interest on the one unpaid
Special Bond (defined in the Bond Order as Bond No. R-5 and any
bond bearing Supplemental Interest issued in exchange or
replacement for Bond No. R-5) issued in the amount of $
and due March 1, 1990, pursuant to the Order adopteU by the
Commissioners Court of the County on November 26, 1985 (the "Bond
Order"). Such SIC is one of two SICs issued in the original
aggregate amount of $716,543.21 as interest on bonds (the
"Bonds") issued for the purpose of refunding all outstanding
bonds of that issue of Brazos County, Texas, Limited Tax
Courthouse and Building Bonds, Series 1980-A, originally issued
in the aggregate principal amount of $1,000,000, of which
$500,000 is presently outstanding, and Brazos County, Texas,
Permanent Refunding Bonds, Series 1981, originally issued in the
aggregate principal amount of $9,000,000, of which $8,950,000 is
presently outstanding (the "Refunded Bonds").
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SIC SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE
THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE.
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IN WITNESS WHEREOF, this SIC has been signed with the manual
or facsimile signature of the County Judge, and countersigned
with the facsimile signature of the County Clerk, registered by
the manual or facsimile signature of the County Treasurer, and
the official seal of the County has been duly impressed, or
placed in facsimile, on this SIC.
BRAZOS COUNTY, TEXAS
xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Clerk County Judge
Brazos County, Texas Brazos County, Texas
(COUNTY SEAL)
REGISTERED:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
County Treasurer,
Brazos County, Texas
(*PRINTER: NOTE SIC 1 issued in amount of $358,271.60 and SIC 2
issued in amount of $358,271.61)
(Back Panel of SICs)
SUPPLEMENTAL INTEREST IS PAYABLE SEPARATE AND APART from the
Special Bond and from the right to receive payment of any other
interest on such Special Bond. The Court makes no representation
with respect to the tax basis of any taxpayer acquiring this
Certificate, nor with respect to whether such Supplemental
Interest is subject to federal income taxes.
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THE SICs are issued pursuant to the Bond Order whereunder
the County covenants to levy a continuing direct annual
ad valorem tax on taxable property within the County, of up to
$0.80 per $100 of assessed valuation as provided by Art. 8 §9 of
the Texas Constitution, for each year while any part of the SICs
are considered outstanding under the provisions of the Bond
Order, in sufficient amount to pay interest on each Bond as it
becomes due, to provide a sinking fund for the payment of the
principal of the Bonds when due, and to pay the expenses of
assessing and collecting such tax, all as more specifically
provided in the Bond Order, and to pay Supplemental Interest as
it becomes due. Reference is hereby made to the Bond Order for
provisions with respect to the custody and application of the
County's funds, remedies in the event of a default hereunder or
thereunder, and the other rights of the Registered Owner. By
acceptance of this SIC, the Registered Owner consents to all of
the provisions of the Bond Order, a certified copy of which is on
file in the office of the County Clerk of the County.
THIS SIC IS TRANSFERABLE OR EXCHANGEABLE only upon
presentation and surrender at the principal corporate office of
the Paying Agent/Registrar. If this Supplemental Interest
Certificate is being transferred, it shall be duly endorsed for
transfer or accompanied by an assignment duly executed by the
Registered Owner, or his authorized representative, subject to
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the terms and conditions of the Bond Order. If this Supplemental
Interest Certificate is being exchanged, it shall be for another
Supplemental Interest Certificate of the same denomination, date,
and maturity.
THIS SIC SHALL NOT BE VALID or obligatory for any purpose or
be entitled to any benefit under the Bond Order unless it is
authenticated as evidenced by execution of the authentication
certificate endorsed hereon by the Paying Agent/Registrar.
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IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED THAT all
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acts, conditions, and things necessary to be done precedent to
the issuance of the SICs in order to render the same legal,
valid, and binding obligations of the County have happened and
have been accomplished and performed in regular and due time,
form, and manner, as required by law; that provision has been
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made for the payment of the Supplemental Interest on the SICs by
the levy of a continuing, direct annual ad valorem tax upon
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taxable property within the County, of up to $0.80 per $100 of
"
assessed valuation as provided by Art. 8 §9 of the Texas
Constitution; and issuance of the SICs does not exceed any
constitutional or statutory limitation.
r
FORM OF AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
( This certificate is one of the SICs described in and
delivered pursuant to the within-mentioned Bond Order, payable at
Q the maturity of certain Bonds.
Registration Date:
MBANK DALLAS, N.A., Dallas, Texas
By
i Authorized Signatory
MUNICIPAL BOND INSURANCE: Policy No. 1708 with respect to
the payments due for principal of and interest on this Bond has
been issued to The United States Trust Company of New York, in
New York, New York, as the Insurance Trustee under said Policy,
The Policy is issued by AMBAC Indemnity Corporation. Said Policy
is on file and available for inspection at the principal office
of said insurance Trustee and copy thereof may be secured from
AMBAC Indemnity of said Insurance Trustee.
FORM OF ASSIGNMENT
ASSIGNMENT
f
! FOR VALUE RECEIVED, the undersigned registered owner of this
' SIC, or duly authorized representative or attorney thereof,
t hereby assigns this SIC to
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(Assignee's Social (print or typewrite Assignee's name
Security or Taxpayer and address, including zip code)
Identification Number)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration o this SIC on the Paying
Agent/Registrar's Registration Books with full power of
substitution in the premises.
,
~i
Dated:
Signature Guaranteed:
NOTICE: This signature must be
guaranteed by a member firm of
a National Securities Exchange
or a commercial bank or trust
company. Notarized or
witnessed signatures are not
acceptable.
Registered Owner
NOTICE: This signature must
correspond with the name of
the Registered Owner appearing
on the face of the SIC,
without alteration or
enlargement or other change
The following abbreviations, when used in the assignment
above or on the face of the within SIC, 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 point 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)
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Additional abbreviations may also be used though not in the list
above.
(END OF FORMS FOR SICs)
(END OF FORMS FOR BONDS AND CERTIFICATES)
In case the County Judge or any other officer of the County
whose facsimile signature shall appear on any Bond or SIC shall
cease to be such officer before the delivery of any such Bond or
SIC, such facsimile signature shall nevertheless be valid and
sufficient for all purposes as if such officer had remained in
office until such delivery. Any Bond or SIC which bears the
VOL -,S _PAG -13- 1
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facsimile signature of such person who at the actual time of the
delivery of such Bond or SIC shall be an officer authorized to
sign such Bond or SIC, but who at the date of such Bond or SIC
was not such an officer, shall be validly and sufficiently signed
for all purposes as if such person had been such officer at the
date of such Bond or SIC. The County authorizes the printing of
a true and correct copy of an opinion of Reynolds, Allen & Cook
Incorporated, Houston, Texas relating to the validity and
enforceability of the Bonds under federal income tax laws and
laws of the State of Texas on the reverse side of each of the
Bonds over a certificate of identification executed by the
facsimile signature of the County Clerk of the County; the
imprinting of CUSIP (the American Bankers Association's Committee
on Uniform Securities Identification Procedures) numbers on the
Bonds; and the imprinting of any appropriate statement of
insurance or guarantee by any municipal bond insurance company or
association; provided, however, that the failure of such opinion,
certificate, CUSIP numbers, or statement of insurance to appear
on any Bond or SIC, or any errors therein or in any part of the
Bond or SIC, the form of which is not included in this Order,
shall in no way affect the validity or enforceability of the
Bonds or SIC or relieve the Underwriters of their obligation to
accept delivery of and pay for the Bonds or the SICs.
Section 5. 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:
"Additional Bonds" - Bonds as may hereafter be authorized by
the County, payable from and equally secured by a pledge of the
County's taxes to the same extent as pledged for and in all
things in a parity with the lien on the Bonds.
"Bond Order" or "Order" - This Order adopted by the
Commissioners Court authorizing the Bonds to be issued.
"Bonds" - Any Bond or Bonds or all of the Bonds, as the case
may be, of that series styled "Brazos County, Texas, General
Obligation Refunding Bonds, Series 1985."
"Court" - The Commissioners Court of Brazos County, Texas.
"County" - Brazos County, Texas.
"Escrow Agent" - MBank Dallas, N.A., Dallas, Texas, and it's
successors in such capacity,
"Escrow Agreement" - The agreement between the County and
the Escrow Agent, dated as of December 15, 1985.
"Government Securities" - Direct obligations of, or
obligations of principal of and interest on which are
a
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i
,
unconditionally guaranteed by the United States of America, which
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are non-callable prior to the respective maturities of the Bonds,
and which may include United States Treasury Obligations such as
State and Local Government Series and may be in book entry-form.
"Initial Bonds" - The Bonds registered by the Comptroller of
Public Accounts as described in Section 13 hereof.
"Interest Payment Date" - When used in connection with any
Bond, shall mean March 1, 1986, and each September 1 and March 1
thereafter until maturity or earlier redemption of such Bond.
t, "Interest and Sinking Fund" - The interest and sinking fund
for payment of the Bonds established by the County pursuant to
Section 6 of this Order.
"Issuance Date" - The date on which the Bonds are delivered
to and paid for y the Underwriters of the Bonds from the County.
"Municipal Bond Insurance Policy" or "Bond Insurance" - The
insurance policy issued by AMBAC Indemnity Corporation, or its
successor, in that capacity.
"Owner" or "Registered Owner" - Any person who shall be the
registered owner o any outstanding Bonds as shown in the
Register.
"Paying Agent/Registrar" - MBank Dallas, N.A., Dallas,
Texas, and such other bank or trust company as may hereafter be
appointed in substitution therefor or in addition thereto to
perform the duties of Paying Agent or Registrar in accordance
with this Order.
"Record Date" - The 15th calendar day of the month next
preceding each Interest Payment Date.
"Refunded Bond Orders" - The County's orders authorizing the
issuance, sale, and elivery of the Refunded Bonds.
"Refunded Bonds" - the following outstanding bonds of the
County:
(1) Brazos County, Texas, Limited Tax Courthouse and
Building Bonds, Series 1980-A, in the original aggregate
principal amount of $1,000,000, of which $500,000 remains
outstanding; and
(2) Brazos County, Texas, Permanent Improvement
Refunding Bonds, Series 1981, in the original aggregate
principal amount of $9,000,000 of which $8,950,000 remains
outstanding.
"Register" - The books of registration kept by the Paying
Agent/Registrar in which are maintained the names and addresses
of, and the principal amounts of the Bonds and the SIGs
registered to each Owner.
1
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VOL _!5 _PAGE_
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"Report" - The verification report prepared by Hein +
Associates, Certified Public Accountants, a copy of which is to
be attached to the Escrow Agreement.
,
"Special Bond" - Bond No. R-5 (one of the Bonds) and any
Bond Searing Supplemental Interest subsequently issued and
delivered by the County in exchange for or in replacement of Bond
No. R-5, or any previously issued Special Bond.
"Supplemental Interest" - The additional interest on the
Special Bond, payable pursuant to Section 3(B) of this Order.
"Supplemental Interest Certificates" or "SIC(s)" or
Supelemental Certificates" - The short-term, interest-only
t
obligations of the County authorized by Section 3B of this Order
which will be paid March 1, 1990.
t
"Supplemental Interest Payment Due Date" or "Due Date" -
'
March 1, 1990 as described by Section 3B of this Order.
4i
"Underwriters" - A. G. Edwards & Sons, Inc. and Ehrlich
`
Bober & Co., Inc.
'
Section 6. Count Funds. - The County hereby establishes
or confirms the establishment of the following funds of the
County:
A. Interest and Sinking Fund. The Interest and Sinking
Fund is the interest an sinking and of the County into which
shall be placed (i) the County's tax collections, less expenses
incurred in such collections, as provided in Section 7 of this
Order, and (ii) certain proceeds of the Bonds, as provided in
i
Section 8 hereof. The Interest and Sinking Fund shall be used to
i
pay the principal or redemption price of and interest on the
x
Bonds, and to pay the principal or redemption price of and
interest and principal on the outstanding Bonds and any
Additional Bonds when due.
B. Escrow Fund. The Escrow Fund is hereby created and
shall be used as provided in this Order and the Escrow Agreement.
Section 7. Taxes. The proceeds from all taxes levied,
assessed, and collected for and on account of the Bonds
I
authorized by this Order shall be deposited, as collected, in the
Interest and Sinking Fund. While the Bonds or any part of the
principal thereof or interest thereon (including without
limitation the Supplemental Interest) remain outstanding and
'
unpaid, there is hereby levied and there shall be annually
r
assessed and collected in due time, form, and manner, and at the
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same time as other County taxes are assessed, levied, and
,
4
collected, in each year, beginning with the current year, a
{
a
continuing direct annual ad valorem tax upon all taxable property
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in the County, within the limits prescribed by law, sufficient to
pay the current interest on the Bonds (including without
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limitation the Supplemental Interest) as the same becomes due and
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to provide and maintain a sinking fund of not less than two
percent of the principal amount of the Bonds or the amount levied
to pay each installment of principal of the Bonds as the same
matures, whichever is greater, and to pay the Supplemental
Interest amount when due, full allowance being made for
delinquencies and costs of collection, and said taxes are hereby
irrevocably pledged to the payment of the interest on and the
principal of the Bonds and to no other purpose. In addition,
interest accrued from the date of the Bonds until their delivery
will be deposited in the Interest and Sinking Fund.
`f Section 8. Disposition of Bond Proceeds. The proceeds of
v' the Bonds shall be placed into the Interest and Sinking Fund and
the Escrow Fund as follows:
A. Interest and Sinking Fund: An amount equal to the
accrued interest on the Bonds from the date of the Bonds, being
December 15, 1985, to the date of delivery to the Underwriters.
B. Escrow Fund. An amount necessary to establish that
portion of the Escrow Fund, not funded from other sources, for
the purpose of refunding the Refunded Bonds, and, to the extent
not otherwise provided for, to pay a portion of all expenses
arising in connection with the issuance of the Bonds, the
establishment of the Escrow Fund, and the refunding of the
Refunded Bonds, as more fully provided in the Escrow Agreement.
Section 9. Concerning the Bond Insurance Policy. (A) As
long as the Bond Insurance shall be in full force and effect, the
County and the Paying Agent/Registrar agree to comply with the
following provisions:
(a) if five (5) days prior to an Interest Payment Date
• the Paying Agent/Registrar determines that there will be
insufficient funds in the Funds to pay the principal of or
interest on the Bonds on such Interest Payment Date, the
Paying Agent/Registrar shall so notify AMBAC Indemnity
Corporation. Such notice shall specify the amount of the
anticipated deficiency, the Bonds to which such deficiency is
applicable and whether such Bonds shall be deficient as to
principal or interest, or both;
(b) the Paying Agent/Registrar shall, after giving
notice to AMBAC Indemnity Corporation as provided in (a)
above, make available to AMBAC Indemnity Corporation and the
United States Trust Company of New York, as insurance trustee
for AMBAC Indemnity Corporation, the registration books of
the County maintained by the Paying Agent/Registrar, and all
records relating to the Funds maintained under this Order;
(c) the Paying Agent/Registrar shall provide AMBAC
Indemnity Corporation and the United States Trust Company of
New York with a list of registered owners of Bonds entitled
to receive principal or interest payments from AMBAC,
Indemnity Corporation under the terms of the Municipal Bond,
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Insurance Policy, and shall make arrangements with United
States Trust Company of New York (i) to mail checks or drafts ly
to the registered owners of Bonds entitled to receive full or
partial interest payments from AMBAC Indemnity Corporation,
and (ii) to pay principal upon Bonds surrendered to United
States Trust Company of New York by the registered owners of
Bonds entitled to receive full or partial principal payments
from AMBAC Indemnity Corporation;
(d) the Paying Agent/Registrar shall, at the time it
provides notice to AMBAC Indemnity Corporation pursuant to
(a) above, notify registered owners of Bonds entitled to
receive the payment of principal or interest thereon from
AMBAC Indemnity Corporation (i) as to he fact of such
` entitlement, (ii) that AMBAC Indemnity Corporation will remit
to them all or a part of the interest payments next coming
due, (iii) that should they be entitled to receive full
payment of principal from AMBAC Indemnity Corporation they
must tender their Bonds (along with a form of transfer of
title thereto) for payment to Unted States Trust Company of
New York, as insurance trustee for AMBAC Indemnity
Corporation, and not the Paying Agent/Registrar, and (iv)
that should they be entitled to receive partial payment of
principal from AMBAC Indemnity Corporation they must tender
their Bonds for payment thereon first to the Paying
Agent/Registrar, who shall note on such Bonds the portion of
the principal paid by the Paying Agent/Registrar, and then,
along with a form of transfer of title thereto, to AMBAC
Indemnity Corporation, which will then pay the unpaid portion
of principal; and
k` (e) AMBAC Indemnity Corporation shall, to the extent it
r makes payment of principal of or interest on Bonds, become
t subrogated to the rights of the recipients of such payments
in accordance with the terms of the Municipal Bond Insurance
Policy, and to evidence such subrogation (1) in the case of
subrogation as to claims for past due interest, the Paying
Agent/Registrar shall note AMBAC Indemnity Corporation's
rights as subrogee on the registration books of the County
maintained by the Paying Agent/Registrar upon receipt from
i AMBAC Indemnity Corporation of proof of the payment of
interest thereon to the registered owners of the Bonds, and
a (ii) in the case of subrogation as to claims for past due
principal, the Paying Agent/Registrar shall note AMBAC
Indemnity Corporation's rights as subrogee on the
registration books of the County maintained by the Paying
Agent/Registrar upon surrender of the Bonds by the registered j
c owners thereof together with proof of the payment of I
principal thereof.
Section 10. Covenants of the County. The County covenants
and represents that:
(1) It has lawful power to issue the Bonds and has
lawfully exercised such power under the Constitution and laws
of the State of Texas.
-18- '
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r (2) The Bonds shall be ratably secured in such manner
that no one Bond shall have preference over other Bonds.
J (3) It shall levy an ad valorem tax that will be
sufficient to provide funds to pay the current interest on
the Bonds and the Supplemental Interest and to provide and
maintain the necessary sinking fund of not less than two
percent of the principal amount of the Bonds or the amount
required to pay each installment of principal of the Bonds as
the same matures, whichever is greater, full allowance being
made for delinquents and costs of collection all as described
in this Order.
(4) After the Initial Bonds have been executed, it
shall be the duty of the County Judge to deliver the Initial
Bonds and all pertinent records and proceedings to the
Attorney General of Texas, for examination and approval by
the Attorney General. After the Initial Bonds have been
approved by the Attorney General, they shall be delivered to
the Comptroller of Public Accounts of the State of Texas for
registration. Upon registration of the Initial Bonds to be
initially issued, the Comptroller of Public Accounts (or a
deputy lawfully designated in writing to act for the
Comptroller) shall manually sign the Comptroller's
Registration Certificate prescribed herein to be printed and
endorsed on the Initial Bonds, and the seal of said
Comptroller shall be impressed or placed in facsimile
thereon.
Section 11. County Officer's Duties.
A. Issuance of Bonds. The County Judge, County Clerk, the
County Treasurer, or any other duly authorized officer of the
County is hereby authorized to execute and deliver on behalf of
the County such certificates and instruments as may be necessary
or appropriate prior to delivery of and payment for the Bonds to
and by the Underwriters.
B. Execution of Order. The County Judge, County Clerk, or
any other duly authorized officer of the County is hereby
authorized to execute the Certificate to which this Order is
attached on behalf of the County and to do any and all things
proper and necessary to carry out the intent thereof.
Section 12. No-Arbitrage. The County covenants that it
shall not take any action or omit to take any action with respect
to the proceeds of the Bonds or other funds of the County, and
that it shall make such use of the proceeds of the Bonds,
regulate investments of proceeds of the Bonds, and take such
other and further actions as may be required so that the Bonds,
the SICs, or the Refunded Bonds shall not be "arbitrage bonds"
under section 103(c) of the Internal Revenue Code of 1954, as
amended, and the regulations or rulings pertaining thereto.
Furthermore, all officers, employees, and agents of the County
VOL_ .65 PAGE 17 il~
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are authorized and directed to provide certifications of facts
and estimates that are material to the reasonable expectations of
the County as of the date the Bonds and the SICs initially issued
are delivered and paid for. In particular, all or any officers
of the County are authorized to certify for the County the facts
and circumstances and reasonable expectations of the County on
the date the Bonds initially issued are delivered and paid for
regarding the amount and use of the proceeds of the Bonds.
Section 13. Paying Agent/Registrar, The Paying Agent/
Registrar is hereby appointed as paying agent and registrar for
the Bonds and the SICs. The principal of and premium, if any, on
the 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 payment, is legal tender for the payment of
debts due the United States of America, upon their presentation
and surrender as they respectively become due and payable,
whether at maturity or by prior redemption, at the principal
corporate trust office of the Paying Agent/Registrar. The
interest on each Bond shall be payable by check or draft 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. If the
date for the payment of the principal of, or interest on, the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day on
which banking institutions in the city where the Paying
Agent/Registrar is located or authorized by law or executive
order to close, the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to
close. Payment on such date shall have the same force and effect
as if made on the original Interest Payment Date.
Payment on the SICs shall be payable on the Supplemental
Interest Payment Due Date upon presentation and surrender of such
SIC at the principal corporate trust office of the Paying
Agent/Registrar. If such date for the payment of such SIC shall
be a Saturday, Sunday, a legal holiday, or a day on which banking
institutions in the city where the Paying Agent/Registrar is
located or authorized by law or executive order to close, the
date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday, or day on which
banking institutions are authorized to close. Payment on such
date shall have the same force and effect as if made on the
original Supplemental Interest Payment Due Date.
The County, the Paying Agent/Registrar, and any other person
may treat the person in whose name any Bond or SIC is registered
as the absolute Owner of such Bond or SIC for the purpose of
making and receiving payment of the principal thereof and
premium, if any, thereon, and for the further purpose of making
and receiving payment of the interest thereon, or, as the
absolute owner of such SIC, for the purpose of receiving
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Supplemental Interest thereon, and for all other purposes,
whether or not such Bond or SIC is overdue, and neither the
County nor the Paying Agent/Registrar shall be bound by any
7 notice or knowledge to the contrary. All payments made to the
rt person deemed to be the Owner of any Bond or SIC 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 or SIC to the extent of the sums paid.
So long as any Bonds or SICs remain outstanding, the Paying
Agent/Registrar shall keep the Register at its principal
r corporate trust office in which, subject to such reasonable
regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Bonds or SICs in
accordance with the terms of this Order.
The County may at any time and from time to time appoint
another Paying Agent/Registrar in substitution for the previous
Paying Agent/Registrar; provided that any such Paying
Agent/Registrar shall be a corporation organized and doing
business under the laws of the United States of America or any
State, authorized under such laws to exercise trust powers,
subject to supervision or examination by Federal or State
authority, and a transfer agent registered with the Securities
and Exchange Commission. In such event, the County shall give
notice by certified mail to each Owner at least 30 days prior to
the effective date of such substitution. Any bank or trust
company with or into which any Paying Agent/Registrar may be
merged or consolidated, or to which the assets and business of
Paying Agent/Registrar may be sold or otherwise transferred,
shall be deemed the successor of such Paying Agent/Registrar for
the purposes of this Order.
The County hereby authorizes the payment of principal of,
premium, if any, and interest on the Bonds, and the right to
receive Supplemental Interset by any Owner of a SIC, pursuant to
a Paying Agent/Registrar Agreement, which shall be substantially
in the form attached hereto as Exhibit "A", the terms and
provisions of which are hereby approved, subject to such
insertions, additions, and modifications as shall be necessary to
carry out the intents and purposes of this Order and the County
Judge is hereby authorized to execute and deliver such Paying
Agent/Registrar Agreement on behalf of the County in multiple
counterparts and the County Clerk is hereby authorized to attest
thereto and affix the County's seal.
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Section 14. Initial Bonds; Exchange or Transfer of Bonds
or Supplemental Interest Certificates. Initially, the Ial
Bonds numbered from R-1 through R-14 and being in the principal
amount, respectively, as shown on Section 3 for each year of
maturity, and representing the entire principal amount of the
Bonds shall be registered in the name of the Underwriters or
their designee 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
1
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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 designated the persons, 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 thereupon, within not more than three days,
register and deliver such Bonds upon authorization of the County
as provided in such instructions.
Each Bond or SIC shall be transferable 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
registered owner or his authorized representative in form
satisfactory to the Paying Agent/Registrar. Upon due
presentation of any Bond or SIC for transfer, the Paying
Agent/Registrar shall authenticate and deliver in exchange
therefor, to the extent possible and under reasonable
circumstances within three business days after such presentation,
a new Bond or Bonds, or a new SIC or SICs, registered in the name
of the transferee or transferees, in authorized denominations and
of the same maturity and aggregate principal amount and bearing
interest at the same rate as the Bond or Bonds so presented or in
the same maturity amounts as the SIC or SIGs so presented.
All Bonds or SICs shall be exchangeable upon presentation
and surrender thereof at the principal corporate trust office of
the Paying Agent/Registrar for a Bond or Bonds of the same
maturity and interest rate and in any authorized denomination, in
an aggregate principal amount equal to the unpaid principal
amount of the Bond or Bonds presented for exchange or for a new
SIC or SICs of aggregate number of Units equal to the SIC or SICs
presented for exchange. The Paying Agent/Registrar shall be and
is hereby authorized to authenticate and deliver exchange Bonds
or SICs in accordance with this Order and each Bond or SIC so
delivered shall be entitled to the benefits and security of this
Order to the same extent as the Bond or Bonds in lieu of which
such Bond or SIC is delivered.
1
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The County or the Paying Agent/Registrar may require the
Owner of any Bond or SIC 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 or SIC. Any fee or
charge of the Paying Agent/Registrar for such transfer or
exchange shall be paid by the County.
Neither the County nor the Paying Agent/Registrar shall be
required to issue, transfer or exchange any Bond selected for
redemption in whole or in part when such redemption is scheduled
to occur within 45 calendar days; provided, however, that the
foregoing shall not apply to any exchange of Bonds by any
Registered Owner for a portion of Bonds not to be redeemed but
which have been called for redemption in part.
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Section 15. Escrow Agreement. The discharge and
defeasance of the Refunded Bonds shall be effectuated pursuant to
the terms and provisions of the Escrow Agreement, which shall be
substantially in the form attached hereto as Exhibit "B," the
terms and provisions of which are hereby approved, subject to
such insertions, additions, and modifications as shall be
necessary to (a) carry out the County's financial program and
which shall be certified as to mathematical accuracy by Hein ¢
Associates, Certified Public Accountants, whose Report shall be
attached to the Escrow Agreement, (b) maximize the County's
present value savings and/or to minimize the County's costs of
refunding, (c) comply with all applicable laws and regulations
relating to the refunding of the Refunded Bonds, and (d) to carry
out the other intents and purposes of this Order, and the County
Judge is hereby authorized to execute and deliver such Escrow
Agreement on behalf of the County in multiple counterparts and
the County Clerk is hereby authorized to attest thereto and affix
the County's seal.
Section 16. Use of Certain Funds Maintained for Refunded
Bonds. In order to maximize the present value savings of the
refunding program authorized by this order, it is the intention
of the County to use amounts on deposit in the funds maintained
for the payment of the Refunded Bonds and in other funds
maintained pursuant to the orders authorizing the Refunded Bonds,
and to apply such amounts to purchase Open Market Securities (as
defined in the Escrow Agreement) for deposit pursuant to the
Escrow Agreement, the proceeds of which shall be applied to the
payment of principal of, premium, if any, and interest on the
Refunded Bonds at the times, in the amounts, and in the manner
prescribed in the Report and to make any other transfers as may
be set forth in the Report. The County Judge is hereby
authorized and directed to withdraw and apply, to the extent
necessary, all proceeds of the debt service funds, reserve funds,
surplus funds, and all other funds and accounts (other than
construction funds) presently maintained pursuant to the Refunded
Bond Orders for the purpose of purchasing such Open Market
Securities to be deposited pursuant to the Escrow Agreement and
to establish the balances in the aforesaid funds created pursuant
to this Order.
Section 17. Purchase of United States Treasury
Obligations. In order to assure the purchase of the Escrowed
Securities referred to in the Escrow Agreement, the County Judge
is hereby authorized to subscribe for, agree to purchase, and
purchase such Government Securities in such amounts, maturities,
and bearing interest at such rates as may be provided for in the
Report, and to execute any and all subscriptions, purchase
agreements, commitments, letters of authorization, and other
documents necessary to effectuate the foregoing, and any actions
heretofore taken by the County Judge on behalf of the County for
such purpose are hereby ratified and approved.
Section 18. Matters Related to Refunding. In order that
the County shall satisfy in a timely manner all of its
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obligations under this Order and the Escrow Agreement, the County
Judge and 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 the Escrow Agreement and to direct the transfer and
application of funds of the County consistent with the provisions
of this Order and the Escrow Agreement. Such officers are
authorized to give or provide for the giving of notice of prior
redemption of the Refunded Bonds as follows:
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Series 1980-A Bonds March 1, 1986
Series 1981 Bonds May 1, 1996
Section 19. Remedies of Owners. In addition to all rights
and remedies of any owner provided by the laws of the State of
Texas, the County and the Court covenant and agree that in the
event the County defaults in the payment of the principal of or
interest on any of the Bonds or SICs when due, fails to make the
payments required by this Order to be made into the Interest and
Sinking Fund, or defaults in the observance or performance of any
of the covenants, conditions, or obligations set forth in this
Order, any owner of any of the Bonds or SICs 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
therein, and every such right or power may be exercised from time
to time and as often as may be deemed expedient. The specific
remedies mentioned in this Order shall be available to any Owner
and shall be cumulative of all other existing remedies.
Section 20. Additional Bonds. The County shall hereafter
have the right to issue any Additional Bonds.
Section 21. Lost, Stolen, Destroyed, Damaged, or Mutilated
Bonds or SICs; Destruction of Paid Bonds or SICs.
A. Replacement Bonds. In the event any outstanding Bond or
SIC shall become lost, stolen, destroyed, damaged, or mutilated,
at the request of the Owner thereof, the County shall cause to be
executed, registered by the Paying Agent/Registrar, and
delivered, a new Bond or SIC of like date and tenor, bearing a
number not contemporaneously outstanding, in exchange and
substitution for and upon cancellation of such mutilated or
damaged Bond or SIC, or in lieu of and substitution for such Bond
or SIC, lost, stolen, or destroyed, subject to the provisions of
subsections B, C, D, and E of this Section 20.
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B. Application and Indemnity. Application for exchange and
substitution o lost, stolen, destroyed, damaged, or mutilated
Bonds or SICs shall be made to the County. In every case the
applicant for a substitute Bond or SIC 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 or SIC, 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 or SIC. In
every case of damage or mutilation of a Bond or SIC, the
applicant shall surrender the Bond or SIC so damaged or mutilated
to the Paying Agent/Registrar.
C. Matured Bonds or SICs. Notwithstanding the foregoing
provisions of this Section 20, in the event any such Bond, or
with regard to a SIC, the Supplemental Interest amount shall have
become due and payable, shall have matured, and no default has
occurred which is then continuing in payment of the principal of
or interest on the Bonds or Supplemental Interest, the County may
authorize the payment of the same (without surrender thereof
except in the case of a damaged or mutilated Bond or SIC) instead
of issuing a substitute Bond or SIC, if any, provided security or
indemnity is furnished as above provided in this Section 20.
D. Expenses of Issuance. Upon the issuance of any
substitute Bond or SIC, the County may charge the holder of such
Bond or SIC with all fees and costs incurred in connection
therewith. Every substitute Bond or SIC issued pursuant to the
provisions of this Section 20 by virtue of the fact that any Bond
or SIC is lost, stolen, destroyed, damaged, or mutilated shall
constitute a contractual obligation of the County, whether or not
the lost, stolen, destroyed, damaged, or mutilated Bond or SIC
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 or SICs duly issued
under this Order.
E. Authority to Issue Substitute Bonds or SICs. This Order
shall constitute sufficient authority for the issuance of any
such substitute Bond or SIC without necessity of further action
by the Court or any other body or person, and the issuance of
such substituted Bonds or SICs is hereby authorized,
notwithstanding any other provisions of this Order.
Section 22. Destruction of Paid Bonds or SICs. At any
time subsequent to six months after the payment thereof, the
Paying Agent/Registrar is authorized to cancel and destroy any
Bonds or SICs duly paid and shall furnish to the County a
certificate evidencing such destruction. 11
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Section 23. Special Bond. The Special Bond issued and
delivered pursuant to this Order, which shall bear all of the
Supplemental Interest, shall be entitled to all the benefits and
Security of this Order to the same extent as each of the Series
1985 Bonds. Only a Special Bond shall bear Supplemental
Interest, which is payable only to the Owners of the SICs.
Section 24. Redemption. The County, reserves the right, at
its option, to redeem prior to maturity all of the Bonds, in
whole or from time to time in part as described in the Form of
Bond in Section 4 hereof. Principal amounts may be redeemed only
in integral multiples of $5,000. Upon surrender of any Bond for
redemption in part, the Paying Agent/Registrar shall authenticate
and deliver in exchange therefor a Bond or Bonds of like maturity
and interest rate in an aggregate principal amount equal to the
unredeemed portion of the Bond so surrendered.
Notice of any redemption identifying the Bonds to be
redeemed in whole or in part shall be given by the Paying
Agent/Registrar at least 30 days prior to the date fixed for
redemption by sending written notice by certified mail to the
owner of each Bond to be redeemed in whole or in part at the
address shown on the Register; provided, however, that failure to
mail or receive any such notice or any defect therein or in the
mailing thereof, shall not affect the validity of any proceedings
for redemption of Bonds. Such notices shall state the redemption
date, the redemption price, the amount of accrued interest
payable on the redemption date, the place at which Bonds are to
be surrendered for payment, and, if less than all Bonds
outstanding are to be redeemed, the number of the Bonds or
portions thereof to be redeemed. Any notice given as provided in
this Order shall be conclusively presumed to have been duly
given, whether or not the Owner receives such notice. By the
date fixed for redemption, due provision shall be made with the
Paying Agent/Registrar for payment of the redemption price of the
Bonds or portions thereof to be redeemed, plus accrued interest
to the date fixed for redemption. When Bonds have been called
for redemption in whole or in part and due provision has been
made to redeem same as herein provided, the Bonds or portions
thereof so redeemed shall no longer be regarded as outstanding
except for the purpose of receiving payment solely from the funds
so provided for redemption, and the rights of the Owners to
collect interest which would otherwise accrue after the
redemption date on any Bond or portion thereof called for
redemption shall terminate on the date fixed for redemption.
Section 25. Defeasance.
A. Payment of Bonds. 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 and the
premium, if any, on such Bond, plus interest thereon to the due
date thereof (whether such due date be by reason of maturity or
upon redemption as provided in this Order or otherwise) either
(a) shall have been paid or caused to be paid in accordance with
-26-
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the terms thereof or (b) shall have been provided for by
depositing with an escrow agent for such payment, (i) money
sufficient to make such payment; or (ii) Government Securities
certified by an independent public accounting firm of national
reputation to be of such maturities and interest payment dates
and to bear such interest as will, without further investment or
reinvestment of either the principal amount thereof or the
interest earning therefrom (likewise to be held in trust and
committed, except as hereinafter provided), be sufficient to make
such payment; or (iii) a combination of money and Government
Securities together so certified to be sufficient, provided that
all the expenses pertaining to the Bonds with respect to which
such deposit is made shall have been paid or the payment thereof
provided for to the satisfaction of the escrow agent.
Notwithstanding anything herein to the contrary, no such deposit
shall have the effect described in this Section if made during
the subsistence of a default in the payment of any Bond unless
made with respect to all of the Bonds then outstanding. Any
money and Government Securities deposited for such purpose shall
be held by the escrow agent in a segregated account in trust or
escrow for the owners of the Bonds 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 due. No money or Government
Securities so deposited shall be invested or reinvested unless in
Government Securities and unless such money and Government
Securities not invested and such new investments are together
certified by an independent public accounting firm of national
reputation to be of such amounts, maturities, and interest
payment dates and to bear such interest as will, without further
investment or reinvestment of either the principal amount thereof
or the interest earnings therefrom, be sufficient to make such
payment. At such times as a Bond shall be deemed to be paid
hereunder, as aforesaid, they shall no longer be entitled to the
benefits of this Order, except for the purposes of any such
payment from such money or Government Securities.
B. Defeasance. In the event that the principal and
redemption price, if applicable, and interest due on the Bonds
shall be paid by AMBAC Indemnity Corporation pursuant to a policy
referred to in the Preliminary Official Statement and Official
Statement, herein authorized, all covenants, agreements and other
obligations of the County to the Owners shall continue to exist
and AMBAC Indemnity Corporation shall be subrogated to the rights
of such Owners.
C. Notice Requirements. Notwithstanding the foregoing, no
deposit under clause (b)-of- the immediately preceding paragraph
shall be deemed a payment of such Bonds as aforesaid until
(i) proper notice of redemption of such Bonds shall have been
previously given or duly provided for or (ii) the maturity of
such Bonds. I
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Section 26. Order a Contracts Amendments. This Order
shall constitute a contract with the Owners, from time to time,
of the Bonds, binding on the County and its successors and
assigns, and shall not be amended or repealed by the County as
long as any Bond remains outstanding except as permitted in this
Section. The Court may, without the consent of or notice to any
Owner, amend, change, or modify this Order as may be required (i)
by the provisions hereof, (ii) in connection with the issuance of
any Additional Bonds, (iii) for the purpose of curing any
ambiguity, inconsistency, or formal defect or omission herein, or
(iv) in connection with any other change which is not to the
prejudice of the Owners. The Court may, with the written consent
of the owners of a majority in aggregate principal amount of
Bonds then outstanding affected thereby, amend, change, modify,
or rescind any provisions of this Orders provided that without
the consent of all of the Owners affected, no such amendment,
change, modification, or rescission shall (i) extend the time or
times of payment of the principal of and interest on the Bonds,
reduce the principal amount thereof to the rate of interest
thereon, or in any other way modify the terms of payment of the
principal of or interest on Additional Bonds on a parity with the
lien of the Bonds, (ii) give any preference of any Bond over any
other Bond, (iii) extend any waiver of default to subsequent
defaults, or (iv) reduce the aggregate principal amount of Bonds
required for consent to any such amendment, change, modification,
or rescission. Whenever the Court shall desire to make any
amendment or addition to or rescission of this Order requiring
consent of the Owners, the County shall cause notice of the
amendment, addition, or rescission to be given as described above
for a notice of redemption. Whenever at any time within one year
after the date of the giving of such notice, the County shall
receive an instrument or instruments in writing executed by the
Owners of a majority in aggregate principal amount of the Bonds
then outstanding affected by any such amendment, addition, or
rescission requiring the consent of owners of Bonds, which
instrument or instruments shall refer to the proposed amendment,
addition, or rescission described in such notice and shall
specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the County may adopt such
amendment, addition, or rescission in substantially such form,
except as herein provided. No 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.
AMBAC Indemnity Corporation shall be deemed to be the holder
of the bonds insured by AMBAC Indemnity Corporation: (1) at all
times for the purpose of the execution and delivery of a
-28- VO L
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supplemental order of any amendment, change or modification of
the (identify any underlying agreements) or the initiation of
bondholders of any action to be undertaken by the Paying
Agent/Registrar at the request of the Owners of the Bonds, which
under this Order requires the written approval or consent of a
majority of the owners of the Bonds outstanding and (ii)
following an Event of Default for all other purposes.
Section 27. Sale and Delivery of the Bonds and SICs.
A. Sale. (1) The sale and delivery of the Bonds to the
Underwriters is hereby authorized, pursuant to the terms of a
purchase contract presented to the Court concurrently with the
adoption of this Order, the terms of which are found to be the
most advantageous reasonably attainable by the County, and the
County Judge and County Clerk are hereby authorized and directed
to execute and deliver same on behalf of the County. The Court
hereby finds and determines that the net effective interest rate
of the Bonds as calculated pursuant to Article 717k-2, Vernon's
Civil Statutes, as amended, is 7.767% (2) The sale and delivery
of the SICs by the Underwriters for private placement is hereby
authorized.
B. Legal Opinion. The Underwriters' obligation to accept
delivery of the Bonds is subject to its being furnished an
opinion of Reynolds, Allen & Cook Incorporated, Attorneys,
Houston, Texas, such opinion to be dated and delivered as of the
date of delivery and payment for the Bonds.
C. Registration and Delivery. Upon the registration of the
Bonds, the Comptroller of Public Accounts of the State of Texas
is authorized and instructed to deliver the Initial Bonds
pursuant to the instructions of the County Judge for delivery to
the Underwriters or to a depositary of the County.
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D. Official Statement. The distribution of the Preliminary
Official Statement by the Underwriters is hereby ratified and
confirmed and the final Official Statement in substantially the
form presented to the Court this date is hereby approved and may
be distributed by the Underwriters as provided in the Contract of
Purchase. The officers of the County are hereby authorized to
approve any changes therein and the distribution thereof.
Section 28. Miscellaneous Provisions.
A. Titles Not Restrictive. The titles assigned to the
various sections o this Or er are for convenience only and shall
not be considered restrictive of the subject matter of !any
section or of any part of this Order.
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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 circumstances 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.
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D. Governing Law. This Order shall be construed and
enforced in accordance with the laws of the State of Texas.
E. Open 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, and purpose of
such meeting was given, all as required by Article 6252-17,
Vernon's Texas Civil Statutes, as amended.
PASSED, ADOPTED, AND APPROVED this .
County Judge,
Brazos County, Texas
Commissioner, Precinct No. 1
Commissioner, Precinct No. 2
Commissioner, Precinct No. -T
ATTEST:
Commissioner, Precinct No. 4
County Clerk and Ex-Officio Clerk
of the Commissioners Court of
Brazos County, Texas
(COMMISSIONERS COURT SEAL)
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BOND REGISTRAR, PAYING AGENCY,
I AND TRANSFER AGENCY AGREEMENT
i ~
THIS BOND REGISTRAR, PAYING AGENCY, AND TRANSFER AGENCY
AGREEMENT (hereinafter designated as the "Agreement"), dated as
of December 15, 1985, by and between BRAZOS COUNTY, TEXAS, a
¢ political subdivision of the State of Texas (hereinafter referred
1, p to as the "County"), and MBANK DALLAS, N.A., DALLAS, TEXAS, a
national bank organized and existing under the laws of the United
States of America, with its principal offices in Dallas, Texas,
(hereinafter together with any successor designated as the „
"Bank")•
t
1 W I T N E S S E T H:
f WHEREAS, the County is authorized to issue the '
1 $9,450,000 Brazos County, Texas, General Obligation Refunding
Bonds, Series 1985 (the "Bonds") in accordance with the Order
attached hereto as Exhibit "A" and incorporated herein for all
purposes (the "Bond Order");
{ WHEREAS, the County desires that the Bonds be issued in
! fully registered form with privileges of transfer and exchange as
herein provided, and as authorized by Article 717k-6, Vernon's
` Texas Civil Statutes, as amended, to insure the exemption from
f federal income tax of interest thereon pursuant to section 103 of
1 , the Internal Revenue Code of 1954, as amended;
WHEREAS, the governing body of the County has authorized
4
i the issuance of the Bonds subject to the terms of the Bond Order
= and, to provide for registration, payment, transfer, exchange,
and replacement of the Bonds, the County has authorized the
execution and delivery of this agreement and has levied taxes
where necessary and appropriate to make the payments under this
4 agreement;
NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants herein contained, and subject to the
conditions herein set forth, the County and the Bank agree as
follows:
ARTICLE I. DEFINITIONS
~ t
AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions. The terms defined in this
Article shall have the meaning set out below unless the context
` requires a different meaning:
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BOND REGISTRAR, PAYING AGENCY,
AND TRANSFER AGENCY AGREEMENT
THIS BOND REGISTRAR, PAYING AGENCY, AND TRANSFER AGENCY
AGREEMENT (hereinafter designated as the "Agreement"), dated as
of December 15, 1985, by and between BRAZOS COUNTY, TEXAS, a
political subdivision of the State of Texas (hereinafter referred
to as the "County"), and MBANK DALLAS, N.A., DALLAS, TEXAS, a
national bank organized and existing under the laws of the United
States of America, with its principal offices in Dallas, Texas,
(hereinafter together with any successor designated as the
"Bank");
E
i
ti
W I T N E S S E T Hs
WHEREAS, the County is authorized to issue the
$9,450,000 Brazos County, Texas, General Obligation Refunding
Bonds, Series 1985 (the "Bonds") in accordance with the Order
attached hereto as Exhibit "A" and incorporated herein for all
purposes (the "Bond Order");
WHEREAS, the County desires that the Bonds be issued in
fully registered form with privileges of transfer and exchange as
herein provided, and as authorized by Article 717k-6, Vernon's
Texas Civil Statutes, as amended, to insure the exemption from
federal income tax of interest thereon pursuant to section 103 of
the Internal Revenue Code of 1954, as amended;
WHEREAS, the governing body of the County has authorized
the issuance of the Bonds subject to the terms of the Bond Order
and, to provide for registration, payment, transfer, exchange,
and replacement of the Bonds, the County has authorized the
execution and delivery of this agreement and has levied taxes
where necessary and appropriate to make the payments under this
agreement;
NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants herein contained, and subject to the
conditions herein set forth, the County and the Bank agree as
follows$
ARTICLE I. DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. Definitions. The terms defined in this
Article shall have the meaning set out below unless the context
requires a different meanings
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"Agreement" means this instrument as originally executed
or as it may from time to time be supplemented, modified, or
amended.
"Bank" means the entity named as the "Bank" in the first
paragraph of this instrument or a successor Bank selected in
accordance with the applicable provisions of this Agreement.
"Bond Order means the "Order Authorizing $9,450,000
Brazos County, Texas General Obligation Refunding Bonds,
Series 1985" adopted by action of the Commissioners Court
substantially in the form attached hereto as Exhibit "A" and
incorporated herein for all purposes.
"Bond Register" has the meaning stated in Section 5.01.
"Bonds" means the "$9,450,000 Brazos County, Texas
General Obligation Refunding Bonds, Series 1985".
"Commissioners Court" means the Commissioners Court of
Brazos County, Texas, acting in its capacity as the governing
body of the County.
"County" means the Brazos County, Texas.
"County Request" means a request signed in the name of
the County by the chief executive officer and the person charged
with maintaining the records of the Commissioners Court, which
the Bank shall assume to be a duly authorized act of the County.
"Interest Payment Date" means the Stated Maturity of an
installment of interest on any Bonds.
"Maturity" when used with respect to any Bond means the
date on which the principal of such Bond becomes due and payable
as therein provided, whether at the Stated Maturity or by
declaration of acceleration or call for redemption or otherwise.
"Owner" when used with respect to any Bond, means the
person in whose name such bond is registered in the Bond
Register.
"Person" means any entity, individual, corporation,
partnership, point venture, association, point-stock company,
trust, unincorporated organization, or government or any
governmental agency or political subdivision.
Predecessor Bonds of any particular Bond means every
previous Bond evidencing all or a portion of the same debt as
that evidenced by such particular Bond, and, for purposes of this
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definition, any bond authenticated and delivered under Section
5.02 in lieu of a mutilated, lost, destroyed, or stolen bond
Shall be deemed to evidence the same debt as the mutilated, lost,
destroyed, or stolen Bond.
"Record Date" for the interest payable on an interest
Payment Date means the fifteenth day (whether or not a business
day) of the calendar month next preceding such Interest Payment
Date.
"Redemption Date" when used with respect to any Bond to
be redeemed means the date fixed for such redemption pursuant to
the terms thereof and this Agreement.
"Redemption Price" when used with respect to any Bond to
be redeemed means the price at which it is to be redeemed
pursuant to terms thereof, excluding-installments of interest
whose Stated Maturity is on or before the Redemption Date.
"Responsible officer" when used with respect to the Bank
means the Chairman or Vice-Chairman of the Board of Directors,
the Chairman or Vice-Chairman of the Executive Committee of the
Board of Directors, the President, any Vice President, any
Assistant Vice President, the Secretary, an 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.
"Stated Maturity" when used with respect to any Bond or
any installment of interest thereon means the date specified in
such Bond as the fixed date on which the principal of such Bond
or such installment of interest is due and payable.
SECTION 1.02. Written Communication. Any request,
demand, authorization, direction, notice, consent, waiver, or
other written communication provided or permitted by this
Agreement to be made upon, given or furnished to, or filed with
A. the County, shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage
prepaid, to the County addressed to it at Brazos County
Courthouse, 26th Street at Texas Avenue, Bryan, Texas 77803,
or at any other address previously furnished to the Bank in
writing by the County Request, and
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B. the Bank, shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage
prepaid (and properly referred to this Agreement or the
t d l Bonds) to the Bank addressed to it at 1704 Main Street, P. 0.
Box 225415, Dallas, Texas 75265, Attention: Corporate Trust
Department, or at any other address previously furnished to
the County in writing by the Bank.
SECTION 1.03. Notice to Owners; Waiver. Where this
Agreement provides for notice to Owners of any event, such notice
shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid,
to each Owner, at the address of such Owner as it appears in the
Bond Register.
! SECTION 1.04. Effect of Headings. The Article and
Section headings herein are or convenience only and shall not
f affect the construction hereof.
SECTION 1.05. Successors and Assigns. All covenants
1 and agreements in this Agreement by the County or the Bank Shall
bind its successors and assigns.
d r SECTION 1.06. Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the
State of Texas.
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ARTICLE II. THE BONDS
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SECTION 2.01. Forms Generally. The Bonds, Registration
4, N Certificate the Comptro ler of Public Accounts of the State of
Texas, the Certificate of Registration, and the Assignment to be
t ' typed or printed on each of the Bonds, shall be substantially in
the form set forth in the Bond Order with such appropriate
~I insertions, omissions, substitutions, and other variations as are
I permitted or required by the Bond Order Snd this Agreement and
may have such letter, numbers, or other marks of identification
and the Bonds may have such legends and endorsements thereon
(including any reproduction of an opinion of counsel thereon) as
may, consistently herewith, be established by the Bond Order or
determined by the officers executing such bonds as evidenced by
} + their execution thereof; provided, however, that the County
covenants that the Bonds shall not contain any provision in
conflict with, or creating an ambiguity with respect to, this
} Agreement.
j SECTION 2.02. Cancellation. All Bonds surrendered for
it payment, redemption, transfer, exchange, or replacement, if
surrendered to the Bank, shall be promptly cancelled by it and,
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if surrendered to the County, shall be delivered to the Bank and,
if not already cancelled, shall be promptly cancelled by the
Bank. The County may at any time deliver to the Bank for
cancellation any Bonds previously certified or registered and
delivered which the County may have acquired in any manner
whatsoever and all Bonds so delivered shall be promptly cancelled
by the Bank. No Bond shall be registered in lieu of or in
exchange for any Bond cancelled as provided by this Agreement.
A11 cancelled Bonds held by the Bank shall be disposed of as
directed by County Request.
SECTION 2.03. Persons Deemed Owners. The County, the
Bank, and any agent of the County or the Bank may treat the
Person in whose name any Bond is registered as the owner of such
Bond for the purpose of receiving payment of the principal (and
Redemption Price) of and interest on such Bond and for all other
purposes whatsoever whether or not such Bond be overdue, and, to
the extent permitted by law, none of the County, the Bank, and
any such agent shall be affected by notice to the contrary.
ARTICLE III. PAYMENT OF BONDS
SECTION 3.01. Payment of Interest. Interest on any
bond of any series which is payable on any Interest Payment Date
shall be paid to the Owner at the close of business on the Record
Date.
Interest shall be paid by the Bank by check or draft
f mailed to the Owner at its, his, or her address as it appears on
the Bond Register, or by such other customary banking
arrangements to which the Owner and the Bank may agree, but
solely from funds collected from the County for such purpose.
Installments of interest with a Stated Maturity on or
prior to any redemption Date shall be payable to the Owners
registered as such on the relevant Record Dates according to the
terms of such Bonds and the provisions of the immediately
preceding paragraph.
Each Bond delivered under this Agreement upon transfer
or in exchange for or in lieu of any other Bond shall carry all
the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Bond and each such Bond shall bear
interest from such date so that neither gain nor loss in interest
shall result from such transfer, exchange, or substitution.
SECTION 3.02. Payment of Principal and Redemption
Price. Principal (and the Redemption Price, applicable) o
each Bond shall be paid by the Bank to the Owner at the Maturity
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thereof, but solely from funds collected from the County for such
purpose, upon surrender of such Bond to the Bank for
cancellation, subject to Section 4.04,
SECTION 4.02. Election to Redeem; Notice to Bank. The
exercise by the County o its option to redeem any Bonds shall be
evidenced by action taken by the Commissioners Court consistent
with the provisions of the Bond Order. In case of any redemption
at the election of the County of less than all of the outstanding
Bonds the County shall, at least 30 days prior to the Redemption
Date (unless a shorter notice shall be satisfactory to the Bank),
notify the Bank of such Redemption Date and of the principal
amount of Bond of each stated Maturity to be redeemed, and the
Redemption Price to be paid to the owners.
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SECTION 4.03. Selection of Bonds to be Redeemed. If
less than all the outstanding Bonds with the same State Maturity
are to be redeemed, the particular Bonds to be redeemed shall be
selected not more than 30 days prior to the Redemption Date in
accordance with the provisions of the Bond Order from the
outstanding Bonds which have not previously been called for
redemption.
SECTION 4.04. Notice of Redemption. Notice of
redemption shall be given by the Bank in the name and at the
expense of the County prior to the Redemption Date, to each owner
of Bonds to be redeemed at the times and otherwise as required by
the Bond Order.
to:
All notices of redemption shall include a statement as
A. the Redemption Price,
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SECTION 3.03. Count to Deposit Funds. The County will
duly and punctually pay the principal (an redemption price, of
applicable) of and interest on the Bonds in accordance with their
terms and shall deposit with the Bank, on or before each stated
Maturity of interest on Bonds and each Maturity of Bonds, money
sufficient to pay the principal (and redemption price, if
applicable) of and interest on the Bonds when due.
ARTICLE IV. REDEMPTION OF BONDS
SECTION 4.01. General A licabilit of Article. If the
Bonds which are redeemable before their State Matur ty, they
shall be redeemable in accordance with their terms and (except as
otherwise provided by the Bond Order) in accordance with this
Article.
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B. the Redemption Date, t
C. the principal amount of Bonds to be redeemed, and,
if less than all outstanding Bonds are to be redeemed, the
identification (and, in case of partial redemption, the
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principal amounts) of the Bonds to be redeemed,
D. that on the Redemption Date the Redemption Price of >
each of the bonds to be redeemed will become due and payable `
and that the interest thereon shall cease to accrue from and i~
after said date, and
E. that the Bonds to be redeemed are to be surrendered
for payment of the Redemption Price at the principal
corporate trust office of the Bank, and the address of such '
office. i
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ARTICLE IV. REGISTRATION, TRANSFER, EXCHANGE,
AND REPLACEMENT OF BONDS
SECTION 5.01. Registration, Transfer, and Exchange. {
The Bank shall keep at its offices a register (herein referred to 1
as the "Bond Register") in which, subject to such reasonable ;i
regulations as the County or the Bank may prescribe, registration
of transfers of the Bonds as herein provided.
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Upon surrender for transfer of any Bond at the principal
corporate trust office of the Bank, the Bank shall register and
deliver, in the name of the designated transferee or transferees,
one or more new fully registered Bonds of the same maturity, of
any authorized denominations, and of a like aggregate principal
amount. "
If and to the extent so provided with respect to the
Bonds, at the option of the Owner, Bonds may be exchanged for
other bonds of the same maturity, of any authorized
denominations, and of like aggregate principal amount, upon
surrender of the Bonds to be exchanged at the principal corporate
trust office of the Bank. Whenever any Bonds are to be
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surrendered for exchange, the County shall execute, and the Bank
shall register and deliver, the Bonds which the Owner of Bonds
making the exchange is entitled to receive. `
All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the County, evidencing the same
debt, and entitled to the same benefits hereunder and under the
Bond Order, as the bonds surrendered upon such transfer or {
exchange.
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Every Bond presented or surrendered for transfer or
exchange shall be duly endorsed (if so required by the Bank) or
be accompanied by a written instrument of transfer in form
satisfactory to the Bank, 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, Inc., in form
satisfactory to the Bank, duly executed by the Owner thereof or
his attorney duly authorized in writing.
No service charge shall be made to the Owner for any
registration, transfer, or exchange of Bonds, but the County may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
transfer or exchange of Bonds.
Neither the County nor the Bank shall be required to (1)
transfer or exchange any Bond during the period of 15 days next
preceding any Interest Payment Date or (ii) transfer or exchange
any Bond during the 45 day period prior to the mailing of any
notice of redemption of such Bond.
The County shall with the advice of the Bank, provide an
adequate inventory of Bond certificates to facilitate transfers
and exchanges. The Bank covenants that it will maintain Bond
certificates in safekeeping and will use reasonable care in
maintaining such condition in safekeeping, which shall be not
less than the care it maintains for debt securities of other
governments or corporations for which it serves as registrar, or
which it maintains for its own securities.
The Bank as Registrar will maintain the records of the
Bond Register in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be
obligated to maintain the Bond Register in any form other than
those which the Bank has currently available and currently
utilizes at the time; provided, however, that such form shall at
all times be adequate to provide for an accurate accounting of
the entire principal amount of Bonds maturing in each year of
maturity, and to permit the tracing of any Bond to one of the
Initial Bonds (as such term is defined in the Bond Order).
The Bond Register may be maintained in written form or
in any other form capable of being converted into written form
within a reasonable time.
SECTION 5.02. Mutilated, Destroyed, Lost, and Stolen
Bonds. If (i) any mutilate Bon is surrendered to the Bank, or
the County and the Bank receive evidence to their satisfaction of
the destruction, loss, or theft of any Bond, and (ii) there is
delivered to the County and the Bank such security or indemnity
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as may be required by them to save each of them harmless, then in
the absence of notice to the County or the Bank that any such
destroyed, lost, or stolen Bond has been acquired by a bona fide
purchaser, the County shall execute and upon its request the Bank
shall register and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost, or stolen Bond (upon surrender
of such Bond), a new Bond of the same series and maturity and of
like tenor and principal amount, bearing a number not
contemporaneously outstanding, all in accordance with Article
715a, Vernon's Texas Civil Statutes, as amended.
The Bank will not issue a replacement Bond or pay such
replacement for a lost, stolen or destroyed Bond unless there is
delivered to the Bank such security or indemnity as it may
require (which may be the Bank's blanket bond) to save both the
Bank and the County harmless.
In case any such mutilated, destroyed, lost, or stolen
Bond has become or is about to become due and payable, the County
in its discretion may by County Request have the Bank pay such
Bond instead of issuing a new Bord, all in accordance with
Article 715a, Vernon's Texas Civil Statutes, as amended.
Upon the issuance of any new Bond under this Section,
the County may require the payment of a sum sufficient to cover
any tax or other governmental charge, that may be imposed in
relation thereto and any other expenses (including the fees and
expenses of the Bank) connected therewith, and shall charge its
fees and expenses incurred in connection therewith in excess of
$25.00.
SECTION 5.03. List of Owners. The Bank will provide
the County at any time requested by the County, upon payment of
the required fee, a copy of the information contained in the Bond
Register. The County may also inspect the information in the
Bond 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.
The Bank will not release or disclose the content of the
Bond Register to any person other than the Superintendent of
Schools or the President of the Commissioners Court of the County
or pursuant to an County Request, except upon receipt of a
subpoena or court order. Upon receipt of a subpoena or court
order or any notice relating to such a subpoena or order or a
hearing with respect thereto, the Bank will promptly notify the
County so that the County may contest or have the opportunity to
contest the subpoena or court order.
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SECTION 5.04. Surety Bond. The County hereby accepts
the Bank's current blanket on or lost, stolen, or destroyed
I certificates (and any future substitute blanket bond for lost,
stolen, or destroyed certificates that the Bank may arrange with
sufficient coverage to protect the County in the opinion of the
Bank) and agrees that the coverage under any such blanket bond is
acceptable to it and meets the County's requirements as to
> security or indemnity. The Bank need not notify the County of
any changes in the security or other company giving such bond or
the terms of any such bond. The blanket bond then utilized for
the purpose of lost, stolen or destroyed certificates by the Bank
r is available for inspection by the County on request.
SECTION 5.05. Transaction Information to County. The
Bank will, within a reasonable time after receipt of written
request from the County, furnish the County information as to the
Bonds it has paid, Bonds it has delivered upon the transfer or
exchange of any Bond, and Bonds it has delivered in exchange for
F or in lieu of mutilated, destroyed, lost, or stolen Bonds.
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ARTICLE VI. RIGHTS AND OBLIGATIONS OF BANK
; SECTION 6.01. Certain Duties and Responsibilities.
A. The Bank shall exercise reasonable care in the
performance of its duties as are set forth in this Agreement.
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{ B. No provision of this Agreement shall be construed
i to relieve the Bank from liability for its own negligent action,
' its own negligent failure to act, or its own willful misconduct.
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provision of this Agreement relating to the conduct or affecting
the liability of or affording protection to the Bank shall be
subject to the provisions of this Section.
SECTION 6.02. Certain Rights of Bank. Except as
t' otherwise provided in Section 6.01 hereof:
F
, A. the Bank may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
f direction, consent, order, bond, coupon, or other paper or
it document reasonably believed by it to be genuine and to have
been signed or presented by the proper party or parties;
B. the Bank may consult with legal counsel and the
written advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection in
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C. the Bank shall not be bound to make any
investigation into the facts of matters stated in any
resolution, certificate, statement, instruments, opinion,
report, notice, request, direction, consent, order, bond,
coupon, or other paper or document supplied by the President
of the Commissioners Court, but the Bank, in its discretion,
may make such further inquiry or investigation into such
facts or matters as it may see fit.
D. the Bank may execute any of the trusts or powers
hereunder or perform any of the duties hereunder either
directly or by or through agents or attorneys.
SECTION 6.03. Not Responsible for Recitals. The
recitals contained in the Bonds, except any certificate of
registration signed by the Bank on the Bonds, shall be taken as
the statements of the County, and the Bank assumes no
responsibility for their correctness.
SECTION 6.04. Ma Hold Bonds. The Bank, in its
individual or any other capacity, may ecome the owner or pledgee
of Bonds and otherwise deal with the County with the same rights
it would have if it were not serving as paying agent, transfer
agent, bond registrar, authenticating agent, or in other capacity
hereunder.
/ respect of any action taken, suffered, or omitted by the Bank
hereunder in good faith and in reliance thereon:
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SECTION 6.05. Money Deposited with Bank. Money
deposited by the County with the Bank for payment of the
principal (or Redemption price, if applicable) of or interest on
any Bonds shall be segregated from other funds of the Bank and
the County and shall be held in trust for the benefit of the
Owners of such Bonds.
All money deposited with the Bank hereunder shall be
secured in the manner and to the fullest extent required by law
for the security of funds of County.
Any money deposited with the Bank for the payment of the
principal, premium (if any), or interest on any Bond and
remaining unclaimed for four years after final maturity of the
Bond has become due and payable will be paid by the Bank to the
County, and the Owner of such Bond shall thereafter look only to
the County for payment thereof, and all liability of the Bank
with respect to such monies shall thereupon cease.
The Bank shall be under no liability for interest on
any money received by it hereunder unless a County official
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directs the investment of such funds, in which case such funds
shall be so invested and any interest earned thereon shall be
paid or credited to the County, unless otherwise agreed with the
County.
This Agreement relates solely to money deposited for the
purposes described herein, and the parties agree that the Bank
may serve as depository for other funds of the County, act as
Trustee under indentures authorizing other bond transactions, or
act in any other capacity not in conflict with its duties
hereunder.
SECTION 6.06. Compensation and Reimbursement. The
County agrees:
A. to pay to the Bank from time to time reasonable
compensation for all services rendered by it hereunder, which
compensation shall be established initially for the Bonds in
accordance with the schedule attached as Exhibit "B", which
is made a part hereof for all purposes;
B. except as otherwise expressly provided herein, to
reimburse the Bank upon its request for all reasonably
expenses, disbursements, and advances incurred or made by the
Bank in accordance with any provisions of this Agreement,
except to the extent covered by the compensation established
pursuant to Subsection A of this Section and except any such
expense, disbursement, or advance as may be attributable to
the gross negligence or bad faith of the Bank; and
C. to indemnify the Bank for, and to hold it harmless
I~ against, any loss, liability, or expense incurred without
gross negligence or bad faith on its part, arising out of or
in connection with the administration or performance of its
duties and obligations hereunder, including the costs and
expenses of defending itself (including counsel fees) against
t any claim or liability in connection with the exercise or
r performance of any of its powers or duties hereunder.
a i SECTION 6.07. Resignation and Removal. The Bank may
r t resign from its duties hereunder at any time by giving not less
than 30 days' written notice thereof to the County.
The Bank may be removed from its duties hereunder at any
time with or without cause by action of the Commissioners Court
designating a successor upon not less than 30 days' notice;
provided, however, that no such removal shall become effective
until such successor shall have accepted the duties of the Bank
F s hereunder by written instrument.
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upon the effective date of such resignation or removal
(or any earlier date designated by the County in case of
resignation) the Bank shall, upon payment of all its fees,
charges, and expenses then due, transfer and deliver to, or upon
the order of, the County all funds, records, and Bonds held by it
(except any Bonds owned by the Bank as owner or pledgee), under
this Agreement.
- If the Bank shall resign or be removed, the County shall
by Board Action promptly appoint and engage a successor to act in }
the place of the Bank hereunder, which appointment shall be 1
effective as of the effective date of the resignation or removal l
of the Bank. Such successor shall immediately give notice of its
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substitution hereunder in the name and at the expense of the '
County to the Owners, including the name of the successor to the
Bank and the address of its principal office.
SECTION 6.08. Merger, Conversion, Consolidation, or
Succession. Any corporation into which the Bank may be merged or
converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any
corporation succeeding to all or substantially all of the
corporate trust business of the Bank shall be the successor of
the Bank hereunder without the execution or filing of any paper
or any further act on the part of either of the parties hereto.
In case any Bond shall have been registered, but not delivered,
by the Bank then in office, any successor by merger, conversion,
or consolidation to such authenticating Bank may adopt such
registration and deliver the Bond so registered with the same
effect as if such successor Bank had itself registered such
Bonds.
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SECTION 6.09. Bank Not a Trustee. This Agreement shall
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not be construed to require the Bank to enforce any remedy which
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any Owner may have against the County during any default or event
of default under any agreement between any Owner and the County,
including the Bond Order, or to act as trustee for such Owner. F
SECTION 6.10. Bank Not Responsible for Bonds. The Bank
shall not be accountable for the use of any Bonds or for the use
on application of the proceeds thereof. ~j
SECTION 6.11. Bank's Funds Not Used. 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 of powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured
to it.
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SECTION 6.12. Counterparts. This instrument may be
executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts
% shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the day and year first
ataove written.
BRAZOS COUNTY, TEXAS
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ATTESTi
Title:
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By:
County Judge
Address:
Brazos County Courthouse
26th Street at Texas Avenue
Bryan, Texas 77803
MBANK DALLAS, N.A.
Dallas, Texas
By:
Title:
Address:
P.O. Box 225415
Dallas, Texas 75265
Attention: Corporate Trust
Department
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ORDER AUTHORIZING
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$9,450,000
BRAZOS COUNTY, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1985;
REFUNDING OF CERTAIN OUTSTANDING BONDS; ENTERING
INTO AN ESCROW DEPOSIT AGREEMENT;
A BOND PURCHASE AGREEMENT;
A PAYING AGENCY/REGISTRAR AGREEMENT;
AND OTHER MATTERS RELATED THERETO
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EXHIBIT "A"
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FEE SCHEDULE
BOND REGISTRAR, PAYING AGENCY, AND +
TRANSFER AGENCY AGREEMENT
Acceptance Fee
Remaining Compensation for terms
• of this Agreement
Exhibit "B"
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ORDER LEVYING TAXES FOR THE PAYMENT OF PRINCIPAL
OF AND INTEREST ON BRAZOS COUNTY, TEXAS, GENERAL
OBLIGATION REFUNDING BONDS, SERIES 1985
NOW IN PROCESS OF ISSUANCE AND CONTAINING
OTHER PROVISIONS RELATING TO THE SUBJECT
THE SATE OF TEXAS §
§
COUNTY OF BRAZOS §
The /J Commissioners Court of Brazos County, Texas,
convened in session at a /1-1/ f.., If of said Court at
Brazos County Courthouse in the City of Bryan, Texas, on the 26th
day of November, 1985, with the following members present,
to-wit:
R. J. Holmgreen County Judge
Bill Cooley Commissioner, Precinct 1
Walter Wilcox Conmissioner, Precinct 2
Billy Beard Commissioner, Precinct 3
Milton Turner Commissioner, Precinct 4
and the following members absent, to-wit:
constituting a quorum, when among other business, the following
was transacted.
Commissioner /.J introduced an order and made a
motion that the same be adopted. Commissioner
seconded the motion for adoption of the order. The motion,
carrying with it the adoption of the order, prevailed by the
following vote:
AYES: NOES. !
The County Judge thereupon announced that the motion had
duly and lawfully carried and that the order had been duly and
lawfully adopted. The order thus adopted follows:
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ORDER LEVYING TAXES FOR THE PAYMENT OF PRINCIPAL I
OF AND INTEREST ON BRAZOS COUNTY, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985 '
NOW IN PROCESS OF ISSUANCE AND CONTAINING
OTHER PROVISIONS RELATED TO THE SUBJECT i
WHEREAS, notice of this meeting of the Commissioners
Court of Brazos County, Texas, (the "Court") has been given in
the manner and for the time required by law; and
WHEREAS, the Court is in the process of issuing the
following described bonds of said County, to-wit:
BRAZOS COUNTY, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1985, in the aggregate
principal amount of $9,450,000;
and
WHEREAS, the order authorizing the issuance of such
bonds will be adopted at a term of the Court; and
WHEREAS, Article 2354, Vernon's Annotated civil Statutes
of the State of Texas, provides that no county tax be levied
except at a regularly scheduled meeting of the Court with at
least four members of the Court present and unless at least three
members of the Court vote in favor of the levy; and
WHEREAS, this being a regularly scheduled meeting of the
Court and at least four members being present, the Court wishes
to levy taxes for the benefit of said bonds;
THEREFORE, BE IT ORDERED, ADJUDGED AND DECREED BY THE
COMMISSIONERS COURT OF BRAZOS COUNTY, TEXAS:
I.
That this order relates to, and is adopted for the
benefit of, the $9,450,000 Brazos County, Texas General
Obligation Refunding Bonds, Series 1985 (the "Bonds") which are
more particularly described in the preamble of this order and are
now in the process of issuance.
II.
That a special fund, to be designated as BRAZOS COUNTY,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS TAX FUND (the "Tax
Fund") is hereby created, and the proceeds from all taxes levied,
assessed and collected for and on account of the Bonds shall be
credited to the Tax Fund, That while the Bonds or any part of
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the principal thereof or interest thereon remain outstanding and
unpaid, there is hereby levied and there shall be annually
assessed and collected in due time, form and manner, an annual ad
valorem tax upon all taxable property in said Brazos County,
Texas sufficient to pay the current interest on said bonds and to
create land provide a sinking fund of not less than two percent
(2%) of the principal amount of the Bonds or not less than th
principal payable out of said tax, whichever is greater, full
allowance being made for delinquencies and costs of collection,
and said taxes when collected shall be applied to the payment of
the principal of and interest on the Bonds, and to no other
purpose.
ADOPTED, PASSED AND APPROVED, this 26th day of November,
1985.
R.J. Holmgreen, unty u ge
B111 Cooley
Commissioner, Precinct No. 1
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Walter Wilcox
Commis loner, Precinct No. 2
Billy Be p1d
Commis ner, Precinct No. 3
milt" Vurner
Commissioner, Precinct No. 4
ATTEST:
Frank Boriskie, County Clerk
and Ex Officio Clerk of the r
Commissioners Court of Brazos
County, Texas
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By
Deputy
(SEAL)
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THE STATE OF TEXAS $
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COUNTY OF BRAZOS $
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1, the undersigned, the duly elected, qualified and
acting County Clerk and Ex Officio Clerk of the Commissioners
Court of Brazos County, Texas, do hereby certify that the
attached and foregoing is a true and correct copy of an order
entitled:
ORDER LEVYING TAXES FOR THE PAYMENT OF
PRINCIPAL OF AND INTEREST ON BRAZOS COUNTY,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS,
SERIES 1985 NOW IN PROCESS OF ISSUANCE AND
CONTAINING OTHER PROVISIONS RELATING TO THE
SUBJECT
adopted by said Commispioners Court at a meeting, open to the
public, held on the d0 day of November, 1985, together with an
excerpt from the minutes of said meeting showing the adoption
thereof, as same appears of record in the official minutes of
said Commissioners Court on file in my office.
I further certify that the written notice of the date,
hour, place and subject of the meeting of the Commissioners Court
of Brazos County, Texas, acting for and in behalf of Harris
County, at which the foregoing order was adopted, was posed on a
bulletin board located at a place convenient to the public in the
County Courthouse and readily accessible to the general public at
all times for at least seventy-two (72) hours preceding the
scheduled time of said meeting pursuant to Article 6252-17 of
Vernon's Texas Civil Statutes, as amended.
WITNESS MY HAND AND THE OFFICIAL SEAL OF SAID COURT,
this day of November, 1985.
Frank Boriskie, County Clerk
and Ex Officio Clerk of the
Commissioners Court of Brazos
County, Texas
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