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HomeMy WebLinkAboutOrdinance 9909~ SJ ~~ ORDINANCE NO ORDINANCE AUTHORIZING THE ISSUANCE OF ~- PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS WHEREAS, the Public Property Finance Act, Article 2368a 2, V A T C S as amended (the "Act") authorizes, among others, cities to execute, perform, and make payments under contracts with any person for the use, acquisition or purchase of personal property as described in the Act, and WHEREAS, the Act permits the governing body of a city to execute contracts in any form deemed appropriate by said governing body in connection with the use, acquisition or purchase of personal property, and WHEREAS, the City Council of the City of Fort Worth, Texas (the "Issuer") desires to acquire or purchase personal property, to-wit automobiles for use by the Fort Worth Police Department and computer equipment, or such other personal property, appliances, equipment, facilities, furnishings or interests therein, whether movable or fixed, deemed by the City Council of the Issuer to be necessary, useful and/or appropriate for the purposes of the Issuer (the "P'~operty") , and WHEREAS, the Issuer is a "home-rule city" with a population in excess of 100,000, and WHEREAS, the City Council of the Issuer deems it appropriate to adopt this Ordinance and issue the "Con- tractual Obligations" herein authorized as permitted by the Act THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS Section 1. AMOUNT AND PURPOSE OF CONTRACTUAL OBLIGA- TIONS That the said Issuer's Public Property Finance Contractual Obligations (hereinafter sometimes called "Contractual Obligations") are hereby authorized to be issued in the aggregate principal amount of $978,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN AC- CORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, ARTICLE 2368a 2, V A T C S AS AMENDED Section 2 DESIGNATION That said Contractual Obliga- tions shall be designated as the CITY OF FORT WORTH, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1987 ,,ti; ~, -. - ,. Section 3 DATE, DENOMINATIONS, NUMBERS, AND MATURI- TIES OF CONTRACTUAL OBLIGATIONS That initially there shall be issued, sold, and delivered hereunder fully registered contractual obligations dated July 15, 1987, in the respective denominations and principal amounts hereinafter stated, payable to the respective initial registered owners thereof (as designated in Section 19 hereof), or to the registered assignee or assignees of said contractual obligations or any portion or portions thereof (in each case, the "registered owner"), and said contractual obligations shall mature and be payable in installments commencing on September 1, 1987, and on the first day of each month thereafter through and including August 1, 1990, as set forth in the schedule attached to this Ordinance as Exhibit A The term "Contractual Obligations" as used in this Ordinance shall mean and include collectively the contractual obligations initially issued and delivered pursuant to this Ordinance and all substitute contractual obligations exchanged therefor, as well as all other substitute contractual obligations and replacement certificates issued pursuant hereto, and the term "Contractual Obligation" shall mean any of the Contractual Obligations Section 4 INTEREST That the Contractual Obligations shall bear interest from the dates specified in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance to their due dates at the rate of 5 75% per annum Said interest shall be payable in the manner provided and on the dates stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance Section 5 CHARACTERISTICS OF THE CONTRACTUAL OBLIGATIONS (a) Registration, Transfer,. Conversion and Exchange, Authentication That the Issuer shall keep books or records for the registration of the transfer, conversion and exchange of the Contractual Obligations (the "Registration Books"), and the Issuer shall act as registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges as herein provided The Issuer shall obtain and record in the Registration Books the address of the registered owner of each Contractual Obligation to which payments with respect to the Contractual Obligations shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Issuer in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given Registration of assignments, transfers, conversions and exchanges of Contractual Obligations shall be made in the manner provided and with the effect stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance Each substitute Contractual Obligation shall bear a letter and/or 2 II {y ~:, / ~ !/ number to distinguish it from each other Contractual Obligation Except as provided in Section 5(c) of this Ordinance, an authorized representative of the Issuer shall, before the delivery of any such Contractual Obligation, date and manually sign said Contractual Obligation, and no such Contractual Obligation shall be deemed to be issued or outstanding unless such Contractual Obligation is so executed The Issuer promptly shall cancel all paid Contractual Obligation or Contractual Obligations surrendered for conversion and exchange No additional ordinances, orders, or resolutions need be passed or adopted by the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Contractual Obligation or portion thereof Upon the execution of said Contractual Obligations, the converted and exchanged Contractual Obligations shall be valid, incon- testable, and enforceable in the same manner and with the same effect as the Contractual Obligations which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts (b)e Payment of Contractual Obligations and Interest The Issuer shall act as the paying agent for paying the principal of and interest on the Contractual Obligations, all as provided in this Ordinance The Issuer shall keep proper records of all payments made by the Issuer with respect to the Contractual Obligations (c) In General The Contractual Obligations (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Contractual Obligations to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for other Contractual Obligations, (iv) shall have the characteristics, (v) shall be signed, sealed, .executed and authenticated, (vi) the principal of and interest on the Contractual Obligations shall be payable, and (vii) shall be administered and the Issuer shall have certain duties and responsibilities with respect to the Contractual Obligations, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance The Contractual Obligations initially issued and delivered pursuant to this Ordinance (to which Contractual Obligations is attached the Registration Certificate of the Comptroller of Public Accounts) are not required to be, and shall not be, authenticated by the Issuer, but on each substitute Contractual Obligation issued in conversion of and exchange for any Contractual Obligation or Contractual Obligations issued under this Ordinance the Issuer shall execute the AUTHENTICATION CERTIFICATE, in the form set 3 5., Yi ~. ,s forth in the FORM OF CONTRACTUAL OBLIGATION The Issuer shall fill in the date of delivery of the Contractual Obligations under the heading "Original Issue Date" as it appears on the face of each of the Contractual Obligations upon the initial delivery of the Contractual Obligations to the purchaser named in Section 19 of this Ordinance (d) Substitute Paying Agent/Registrar The Issuer covenants with the registered owners of the Contractual Obligations that at all times while the Contractual Obligations are outstanding the Issuer will act as registrar, transfer agent and paying agent for the Contractual Obligations, or will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the said services and act as "Paying Agent/Registrar" for the Contractual Obligations under this Ordinance, and that the Paying Agent/Registrar will be one entity The Issuer reserves the right to, and may, at its option, change the Paying Agent/ Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective not later than 15 days prior to the next principal or interest payment date after such notice In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a compe-tent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Contractual Obligations, to the new Paying Agent/Registrar designated and appointed by the Issuer Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Certificate, by United States Mail, first-class postage prepaid, which notice also shall give the address of the new Paying/Agent Registrar By accepting the position and performing as such, each Paying AgentjRegistrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy o£ this Ordinance shall be delivered to each Paying Agent/Registrar In addition, the Issuer may further define the duties and responsibilities of any such successor by ordinance Section 6 FORM OF CONTRACTUAL OBLIGATIONS The form of the Contractual Obligations, including the form of the Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this 4 1, .~ Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance FORM OF CONTRACTUAL OBL I GAT I ON NO R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF FORT WORTH , TEXAS $ PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1987 ORIGINAL ISSUE DATE INTEREST RATE 5 75% ON THE MATURITY DATE specified above, THE CITY OF FORT WORTH, TEXAS (the "Issuer"), hereby promises to pay to (hereinafter called the "registered owner") the principal amount of DOLLARS in installments as follows [INSERT INSTALLMENT PAYMENT SCHEDULE] and to pay interest thereon from the original issue date specified above, on September 1, 1987 and on the first day of each month thereafter while this Contractual Obligation is outstanding at the interest rate per annum specified above, except that if this Contractual Obligation is re- quired to be authenticated and the date of its authenti- cation is later than September 1, 1987, such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date (hereinafter de- fined) but on or before the next following interest payment date, in which case such principal amount shall bear inter- est from such next following interest payment date, pro- vided, however, that if on the date of authentication hereof the interest on the Contractual Obligation or Contractual Obligations, if any, for which this Contractual Obligation is being exchanged or converted from is due but has not been paid, then this Contractual Obligation shall bear interest from the date to which such interest has been paid in full IN CONSIDERATION of the registered owner's acceptance hereof, which acceptance shall constitute the registered owner's assent hereto and to the terms and conditions of the ordinance authorizing the issuance of this Contractual Obligation (the "Ordinance"), the Issuer hereby unilaterally contracts with such registered owner that it will utilize the net available proceeds of the Contractual Obligations, after payment of the casts of issuance related thereto, to acquire or purchase personal property in accordance with the Ordinance and the Issuer's plan of acquisition therefor 5 ~, THE PRINCIPAL OF AND INTEREST ON this Contractual Obligation are payable in lawful money of the United States of America, without exchange or collection charges The payment of principal and interest on this Contractual Obligation shall be made by the City of Fort Worth, Texas, which is the "Paying Agent/Registrar" for this Contractual Obligation, to the registered owner hereof on each principal and interest payment date by check or draft, dated as of such payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Ordinance to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such payment date, to the registered owner hereof, at its address as it appeared on the fifteenth day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described The Issuer covenants with the registered owner of this Contractual Obligation that on or before each principal payment date and interest payment date for this Contractual Obligation it will make available, from the "Interest and Sinking Fund" created by the Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Contractual Obligations, when due IF THE DATE for the payment of the principal of or interest on this Contractual Obligation shall be a Saturday, Sunday, a legal holiday, or a day on which banking institu- tions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are .authorized by law or executive order to close, or the United States Postal Service is not open for business, then 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, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due THIS CONTRACTUAL OBLIGATION is one of a Series of PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS dated as of July 15, 1987, authorized in accordance with the Constitu- tion and laws of the State of Texas in the principal amount of $978,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, ARTICLE 2368a 2, V A T C S AS AMENDED THIS CONTRACTUAL OBLIGATION OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned 6 r~ and shall be transferred only in the Registration Books kept by the Issuer acting in the capacity of registrar for the Contractual Obligations, upon the terms and conditions set forth herein and in the Ordinance This Contractual Obliga- tion may only be assigned and transferred upon presentation and surrender to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper instru- ments of assignment, in form and with guarantee of signa- tures satisfactory to the Paying Agent/ Registrar, evidenc- ing assignment of this Contractual Obligation or any portion or portions hereof to the assignee or assignees in whose name or names this Contractual Obligation or any such portion or portions hereof is or are to be transferred and registered The form of Assignment printed or endorsed on this Contractual Obligation shall be executed by the regis- tered owner, or its duly authorized attorney or representa- tive, and shall conclusively evidence the assignment hereof Upon surrender of this Contractual Obligation or any portion or portions hereof for transfer of registration, an author- ized representative of the Paying Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new Contractual Obligation or Contractual Obligations payable to such assignee or assignees, or to the registered owner hereof in the case of the assignment and transfer of only a portion of this Contractual Obligation, in exchange for this Contractual Obligation, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of Contractual Obligations The registered owner of this Contractual Obligation shall be deemed and treated by the Issuer as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Contractual Obligation to the extent of such payment, and the Issuer shall not be affected by any notice to the contrary ALL CONTRACTUAL OBLIGATIONS OF THIS SERIES issued as a result of a transfer, conversion or exchange are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000 In accordance with the form and procedures set forth in the Ordinance, this Contractual Obligation, or any unpaid portion hereof, may, at the written request of the registered owner or the assignee or assignees hereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/ Registrar, be converted into and exchanged for a Contractual Obligation or Contractual Obligations of like aggregate principal amount, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same due dates, and bearing interest at the same rate, in any denomination or denominations in any integral mul- tiple of $5,000 as requested, with appropriate changes in the schedule of principal installments payable on the due dates to reflect the different denominations thereof, upon 7 ~i surrender of this Contractual Obligation to the Paying Agent/Registrar at its principal corporate trust office for cancellation The one requesting a transfer, conversion, or exchange shall pay any taxes or governmental charges re- quired to be paid with respect thereto as a condition precedent to the exercise of such privilege of transfer, conversion or exchange The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date IN THE EVENT any Paying Agent/Registrar for the Con- tractual Obligations is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Contractual Obligations IT IS HEREBY certified, recited and covenanted that this Contractual Obligation has been duly and validly authorized, issued, and delivered, that all acts, condi- tions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Contractual Obligation have been performed, existed, and been done in accordance with law, sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively for the payment of this Contractual Obligation and the Series of which it is a part, and that the total indebtedness of the Issuer, including the entire Series of Contractual Obligations of which this is one, does not exceed any constitutional, statutory or charter limita- tion BY HIS ACCEPTANCE the registered owner assents to the terms and provisions of the Ordinance, a copy of which is on file in the official records of the Issuer, and the Contractual Obligation, agrees to be bound by such terms and provisions, and agrees that the terms and provisions of this Contractual Obligation and the Ordinance constitute a contract between each registered owner hereof and the Issuer 8 IN WITNESS WHEREOF, the Issuer has caused this Contractual Obligation to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and approved as to form and legality by the manual or facsimile signature of the City Attorney of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Contractual Obligation .(signature )_ City Secretary (signature) Mayor APPROVED AS TO FORM AND LEGALITY (signature) City Attorney (SEAL) 9 FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO I hereby certify that this Contractual Obligation has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Contractual Obligation has been registered by the Comptroller of Public Accounts of the State of Texas Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 7 DEFINITIONS That the terms defined in this Section for all purposes of this Ordinance, except where the context by clear implication shall otherwise require, shall have the respective meanings as follows, to-wit (a) The term "Code" shall mean the Internal Revenue Code of 1986 (b) The terms "Contractual Obligation", "Contractual Obligations" shall mean the Public Property Finance Contractual Obligations, Series 1987 authorized to be issued and delivered by this Ordinance (c) The term "Paying AgentfRegistrar" shall mean initially the Issuer, or any successor named by the Issuer in accordance with the provisions of Section 5 of this Ordinance Section 8 INTEREST AND SINKING FUND The City of Fort Worth, Texas, Series 1987 Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund" is hereby authorized and shall be established and maintained in a depository bank of the Issuer, so long as the Contractual Obligations, or interest thereon, are outstanding and unpaid Section 9 USE OF INTEREST AND SINKING FUND On or before the 25th day of August immediately following the date of delivery of the Contractual Obligations to the purchasers thereof and on or before the 25th day of each month 12 thereafter so long as any of the Contractual Obligations remain outstanding, there shall be deposited in the Interest and Sinking Fund an amount, together with other amounts in the Interest and Sinking Fund, not less than the amount of the installment of principal and interest coming due on the Contractual Obligations on the next succeeding payment date The Interest and Sinking Fund shall be used to pay the principal of and interest on the Contractual Obligations as such principal and interest come due Section 10 TAX LEVY (a) All ad valorem taxes levied and collected for and on account of said Contractual Obliga- tions shall be deposited, as collected, to the credit of the Interest and Sinking Fund During each year while any of said Contractual Obligations are outstanding and unpaid, the City Council of said Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on said Contractual Obligations as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of such Contractual Obligations as such principal matures (but never less than 2% of the original principal amount of said Contractual Obligations as a sinking fund each year), and said tax shall be based on the latest approved tax rolls of said Issuer, with full allow- ance being made for tax delinquencies and the cost of tax collection Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer for each year while any of said Contractual Obligations are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Contractual Obligations, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law (b) There is hereby appropriated from available moneys in the Issuer's General Fund an amount sufficient to pay principal and interest on the Contractual Obligations on September 1, 1987 and said amount shall be deposited in the Interest and Sinking Fund herein created Section 11 SECURITY FOR FUNDS All Funds created by this Ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this Ordinance Section 12 DEFEASANCE OF CONTRACTUAL OBLIGATIONS (a) Any Contractual Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Contractual Obligation") within the meaning of this Ordinance, except to the extent provided in 13 subsection (d) of this Section 12, when payment of the principal of such Contractual Obligation, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, or sufficient money to provide for such payment, and. when proper .arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Contractual Obligations shall have become due and payable At such time as a Contractual Obligation shall be deemed to be a Defeased Contractual Obligation hereunder, as aforesaid, such Contractual Obligation and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Govern- ment Obligations (b) Any moneys so deposited with the Paying Agent/ Registrar may at the written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/ Registrar which is not required for the payment of the Contractual Obligations and interest thereon, with respect to which such money has been so deposited,. shall be turned over to the Issuer, or deposited as directed in writing by the Issuer (c) The term "Government Obligations" as used in this Section 12, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Trea- sury obligations such as its State and Local Government Series, which may be in book-entry form (d) Until all Defeased Contractual Obligations shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Contractual Obligations the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance Section 13 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CONTRACTUAL OBLIGATIONS (a) Replacement 14 Contractual Obligations In the event any outstanding Contractual Obligation is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new contractual obligation of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Contractual Obligation, in replacement for such Contractual Obligation in the manner hereinafter provided (b) Application for Replacement Contractual Obligations, Application for replacement of damaged, mutilated, lost, stolen, or destroyed Contractual Obligations shall be made by the registered owner thereof to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Contractual Obligation, the registered owner applying for a replacement contractual obligation shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto Also, in every case of loss, theft, or destruction of a Issuer, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Contractual Obligation, as the case may be In every case of damage or mutilation of a Contractual Obligation, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Contractual Obligation so damaged or mutilated (c) No Default Occurred Notwithstanding the forego- ing provisions of this Section 13, in the event any such Contractual Obligation shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on this Contractual Obligation, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Contractual Obligation) instead of issuing a replacement contractual obligation, provided security or indemnity is furnished as above provided in this Section 13 (d) Charge for Issuing Replacement Contractual Obli ations Prior to the issuance of any replacement contractual obligation, the Paying Agent/Registrar shall charge the registered owner of such Contractual Obligation with all legal, printing, and other expenses in connection therewith Every replacement contractual obligation issued pursuant to the provisions of this Section 13 by virtue of the fact that any Contractual Obligation is lost, stolen, or destroyed shall constitute an obligation of the Issuer whether or not the lost, stolen, or destroyed Contractual Obligation shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 15 Ordinance equally and proportionately with any and all other Contractual Obligations duly issued under this Ordinance (e) Authority for Issuing Replacement Contractual Obligations In accordance with Section 6 of Vernon's Ann Tex Civ St Art 717k-6, this Section 13 of this Ordinance shall constitute. authority for the issuance of any such replacement certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such contractual obligations is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Contractual Obligations in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Contractual Obligations issued in conversion and exchange of other Contractual Obligations Section 14 CUSTODY, APPROVAL, AND REGISTRATION OF CONTRACTUAL OBLIGATIONS The Mayor of the Issuer is hereby authorized to have control of the Contractual Obligations initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Contractual Obligations pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certifi- cate attached to such Contractual Obligations, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate Section 15 CONTRACTUAL OWNER The Issuer hereby, and the Contractual Obligations, commits itself to utilize the the issuance and delivery of after payment of costs of issu acquisition or purchase of the this Ordinance and the Is therefor UNDERTAKING WITH REGISTERED by the acceptance of each of contractually obligates and net proceeds available from the Contractual Obligations, once related thereto, for the Property in accordance with uer's plan of acquisition Section 16 REMEDIES IN EVENT OF DEFAULT In addition to all of the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees that in the event of default in payment of principal or interest on any of the Contractual Obligations when due, or, in the event it fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the observance of performance of any other of the contracts, covenants, conditions or obligations set forth in this Ordinance or in the Contractual Obligations, the following remedies shall be available 16 (a_) the registered owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction compelling and requiring the Issuer and the officials thereof to observe and perform the contracts, covenants, obligations or conditions prescribed in this Ordinance, and (b) any delay or omission to exercise any right or power accruing upon any default shall not impair any such right or power nor be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient Section 17 COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS (a) With respect to the Contractual Obligations and the facilities financed or refinanced therewith, either the "Trade or Business Test" or the "Security Interest Test" is not met, or both such tests are not met (1) Trade or Business Test The Trade or Business Test is met if more than 10 percent of the proceeds are to be used (directly or indirectly) for any "private business use" by any person other than a governmental unit (2) Security Interest Test The Security Interest Test is met if the payment of the principal of, or the interest on, more than 10 percent of the proceeds of the Contractual Obligations is (under the terms of the Contractual Obligations or any underlying arrangement) directly or indirectly- (A) secured by any interest in - (i) property used or to be used for a private business use, or (ii) payments in respect of such pro- perty, or (B) to be derived from payments (whether or not to the Issuer) in respect of property, or borrowed money, used or to be used for a private business use The term "private business use" means use (directly or indirectly) in a trade or business carried on by a person other than a governmental unit For purposes of the pre- ceding sentence, use as a member of the general public shall not be taken into account and any activity carried on by a natural person shall not be taken into account All 17 activities of section 501(c)(3) organizations, the Federal Government (including its agencies and instrumentalities), and other nongovernmental persons who are not natural persons are treated as trade or business activities (b) For purposes of the trade or business test, a person may be a user of bond proceeds and bond-financed property as a result of (1) ownership or (2) actual or beneficial use of property pursuant to a lease, a management or incentive payment contract, or (3) any other arrangement such as a take-or-pay or other output-type contract Use on the same basis as the general public (including use as an industrial customer) is not taken into account However, trade or business use by all persons on a basis different from the general public is aggregated in determining if the 10 percent limit is met (c) For purposes of the trade or business test, use pursuant to management contracts not exceeding five years (including renewal options) is not treated as private business use if - (1) at least 50 percent of the compensation to any manager other than a governmental unit is on a periodic, fixed-fee basis, (2) no amount of compensation is based on a share of net profits, and (3) the governmental unit owning the facility may terminate the contract (without penalty) at the end of any three year period (d) For purposes of the security interest test, both direct and indirect payments made by any person (other than a governmental unit) who is treated as using the proceeds of the Contractual Obligations are counted Such payments are counted whether or not they are formally pledged as security or are directly used to pay debt service on the Contractual Obligations Similarly, payments to persons other than the Issuer may be considered Revenues from generally appli- cable taxes are not treated as payments for purposes of the security interest test, however, special charges imposed on persons satisfying the use test (but not on members of the public generally) are so treated if the charges are in substance fees paid for the use of bond proceeds (e) No more than 5 percent of the proceeds of the Contractual Obligations will be used for any private business use test that is not related to any governmental use of such proceeds For this purpose, the term "related" means a use f.or a facility that is located within or adjacent to any governmental facility to which it is related 18 (f) No more than 5 percent of the proceeds of the Contractual Obligations will be used for any private busi- ness use that is disproportionate to the amount of such proceeds used for a related governmental use The deter- mination of whether a private use which is related to a government use also being financed with the bond proceeds is disproportionate to the government use to which such private use relates is determined by comparing the amount of bond proceeds used for the related private and government uses The related private use is disproportionate to the related government use to the extent it exceeds such use in amount Multiple, related private use facilities for any government use are treated as one facility for purposes of this rule (g) The trade or business test and security interest test are deemed to be met where 5 percent or more of the proceeds of the Contractual Obligations are used with respect to any output facility (other than a facility for the furnishing of water) and the amount of proceeds so used exceeds the excess of - (1) $15 million, over (2) the aggregate amount of proceeds with respect to all prior tax-exempt issues 5 percent or more of the proceeds of which are or will be used with respect to such output facility (or any other facility which is part of the same project) There shall not be taken into account under subparagraph (2) above any bond which is not outstanding at the time of the later issue or which is to be redeemed (other than in an advance refunding) from the net proceeds of the later issue (h) The amount of proceeds of the Contractual Obligations which are to be used (directly or indirectly) to make or finance loans to persons other than governmental units will not exceed the lesser of (i) 5 percent of such proceeds or (ii ) $5 million (i) The Issuer will not take any action which would adversely affect the exemption from federal income taxation of the interest paid on the Contractual Obligations, including without limitation any action that would permit any of the Contractual Obligations to be treated as "private activity bonds" within the meaning of section 141 of the Code, or as "federally guaranteed" within the meaning of section 149(b) of the Code, and will take, or require to be taken, such acts as may be reasonably within its ability and as may from time to time be required under applicable law or regulation to continue to exempt from federal income taxa- tion the interest on the Contractual Obligations, including the preparation and filing of any statements or information reports required to be filed by the Issuer in order to 19 maintain the tax-exempt status of the interest on the Contractual Obligations (j) The Issuer has not taken, has no present intention of taking any action and knows of no action taken or in- tended which would cause interest on the Contractual Obliga- tions to be includable in the gross income of any bondhold- ers for federal income tax purposes Section 18 COVENANTS REGARDING ARBITRAGE (a) A Rebate Fund is hereby established by the Issuer Such Fund shall be for the sole. benefit of the United States of America and shall not be subject to the claim of any other person, including without limitation the bondholders The Rebate Fund is established for the purpose of compliance with section 148 of the Code (b) At the close of each "Bond Year", the Issuer shall compute the amount of "Excess Earnings", if any, for the period beginning on the date of delivery of the Contractual Obligations and ending at the close of such "Bond Year" and transfer an amount equal to the difference, if any, between the amount then in the Rebate Fund and the Excess Earnings so computed The term "Bond Year" means with respect to the Contractual Obligations each one-year period ending on the anniversary of the date of delivery of the Contractual Obligations If, at the close of any Bond Year, the amount in the Rebate Fund exceeds the amount that would be required to be paid to the United States of America under paragraph (d) below if the Contractual Obligations had been paid in full, such excess may be transferred from the Rebate Fund and paid to the Issuer to be used for such purposes for which, or to be redeposited to such fund or account of the Issuer from which, such amounts were originally derived (c) In general, "Excess Earnings" for any period of time means the sum of ( i ) the excess of -- (A) the aggregate amount earned during such period of time on all "Nonpurpose Obligations" (including gains on the disposition of such Obligations) in which "Gross Proceeds" of the issue are invested (other than amounts attribut- able to an excess described in this subparagraph (c)(i)), over (B) the amount that would have been earned during such period of time if the "Yield" on such Nonpurpose Obligations (other than amounts attrib- utable to an excess described in this subparagraph (c)(i)) had been equal to the yield on the issue, plus 20 (ii) any income during such period of time attrib- utable to the excess described in subparagraph (c)(i) above "Excess Earnings" will not include amounts, if any, which need not be taken into account under the special rules of section 148(f)(4)(A) and (B) of the Code relating to bona fide debt service funds and the six-month temporary invest- ment period The terms "Nonpurpose Obligations", "Gross Proceeds" and "Yield" shall have the meanings-prescribed by section 148 of the Code and shall be applied in the manner prescribed in such section (d) The Issuer shall pay to the United States of America at least once every five years an amount that ensures that at least 90 percent of the Excess Earnings from the date. of delivery of the Contractual Obligations to the close of the period for which the payment is being made will have been paid The Issuer shall pay to the United States of America not later than 60 days after the Contractual Obligations have been paid in full 100 percent of the amount then required to be paid under section 148(f) of the Code as a result of Excess Earnings (e) The Issuer shall keep such records as will enable the Issuer to fulfill its responsibilities under this section and section 148(f) of the Code and shall retain such records for at least six years following the final payment of principal and interest on the Contractual Obligations (f) The Issuer will not use any portion of the pro- ceeds of the Contractual Obligations directly or indirectly to acquire "higher yielding investments", or to replace funds which were used directly or indirectly to acquire "higher yielding investments" The term "higher yielding investments" means any investment property (as defined in section 148(b)(2) of the Code) which produces a Yield over the term of the issue which is materially higher than the Yield on the issue (as defined above) The foregoing limitation on higher yielding investments shall not apply to (1) proceeds of the Contractual Obligations invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund if the gross earnings on such fund are less than $100,000 in any Bond Year, and (3) amounts in any reasonably required reserve or replacement fund which are (a) funded with the proceeds of the Contractual Obligations, and (b) not in excess 21 of 10 percent of the proceeds of the Contractual Obligations. (g) The Issuer covenants to restrict the use of the proceeds of the Contractual Obligations in such manner and to such extent, as may be necessary, so that the Contractual Obligations will not constitute arbitrage bonds under section 148 of the Code and, to the extent applicable, section 149(4) of the Code (relating to advance refundings). Any authorized representative of the Issuer having responsi- bility with respect to the issuance of the Contractual Obligations is authorized and directed, alone or in con- junction with any other official, employee or consultant of the Issuer to give an appropriate certificate on behalf of the Issuer, for inclusion in the transcript of proceedings for the Contractual Obligations, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to section 148 of the Code and, to the extent applicable, section 149(d) of the Code. (h) The requirements of this Section are subject to, and shall be interpreted in accordance with section 148 of the Code. Section 19. SALE OF CONTRACTUAL OBLIGATIONS AND AUTHORIZATION OF AN ESCROW AGREEMENT. That said Contractual Obligations are hereby sold and shall be delivered to First Southwest Company, as placement agent, for the par value thereof and any accrued interest to date of delivery, and any such accrued interest shall be deposited into the Interest and Sinking Fund. The Contractual Obligations initially shall be registered in the name of First Southwest Company. An Escrow Agreement substantially in the form attached hereto as Exhibit B, between the Issuer and Texas American Bank/Fort Worth, N.A., is hereby approved, and shall be executed by the City Manager and City Secretary of the Issuer, and approved as to form and legality by the City Attorney, on behalf of the City Council of Fort Worth, and the proceeds from the sale of the Contractual Obligations shall be deposited in the Contractual Obligation Escrow Fund established pursuant to the Escrow Agreement. Section 20. EMERGENCY. That is is hereby officially found and determined and declared: that a case of emergency or urgent public necessity exists which requires the holding of the meeting at which this Ordinance is passed, such emergency or urgent public necessity being that the proceeds from the sale of said Contractual Obligations are required as soon as possible and without delay for necessary and urgently needed public improvements; and that said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17. 22 Section 21 EFFECTIVE DATE That this Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained Mayor, City of Fort Worth, Texas ATTEST City ecretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas t~,~ ~F 23 EXHIBIT' "A" DATE PRINC1PAl INTEREST Y4TAL PAYMENT ~ 8/01/1987 978,000.00 9/01/1487 24,955.74 4,686.25 29,641.94 953,044.26 10/01/1987 25,073.32 4,Sbb.67 29,641.94 927,968.94 11/Q1/19~Y 25,195.47 4,44b.5Z 74,641 44 902,773.47' 12/01/1987 25,315.20 4,325.74 2'4,641.94 x77,457 27 1/01/1988 25,437 51 4,204.45 29,641.94 x52,019.Tb 2/01/198$ 25,559.40 4,082.59 29,641.¢9 826,460,36 3/01/19xx 25,b81.87 3,960.12 29,641.99 800,77E.49 4!01/1488 25,804.93 3,837.06 29,641.49 774,973.56 S/01/198$ 25,928.58 3,713.41 2'9,641.99 749,044.98 6/01/1988 26,052.82 3,584.17 29,641 99 722,942.16 T/01/14xa 26,177 6S 3,464.34 29,641.99 696,814.51 8/01;1986 26,303 0$ 3,338.90 x,641.99 b70,511.42 9l01/19~88 26,429.12 3,Z12.ET 29,641.49 644,082.30 10/01;19$3 t5,S55,76 3,086.23 29,641.99 617,526 54 11!01/1988 26,683 O1 2,958.98 2'9,641.99 540,845 53 12/01/1988 26,810.86 2,831.13 29,641.49 564,032.b7 1/01/1989 26,434 33 2,702.66 29,641.99 537,093.34 2/01/1989 27,068.42 2,573.57 29,641.99 510,p24.42 3!01/19x4 27,198.12 2,443.87 29,641.99 482,826.80 r/C1/T4E~? 5/01/1989 6/01119$9 _ 7/01/1989 8/01/14x9 9/01/1989 10/01/19x9 11/01/1984 f?!01/1444 1/01/1990 z/ol/1990 3/01/1990 4/01/1990 5/01/1990 b/01/1990 7/O1/149b 8/01/1990 27,328 G4 27,459.39 27,590.97 27,723.18 27,856.02 27,489 44 28,123.61 zx,zsa.J7 28,393.77 2n,S29.83 28,6dd.53 28,803 x4 28,941.91 29,0x0 S9 29,219 94 29,359.95 29,100.92 2,313.55 2,182.60 2,051.02 1,918 d1 1,7x5.97 1,652.50 1,s1a.3a 1,383.62 1,248.22 1,112.16 gTx.46 838.10 700.08 561.40 4Z2.OS 20,6b1.99 29,641,94 ~,E-41.94 29,641.99 29,641 99 29,641.99 29,641.94 29,641.99 29,641 49 29,641.99 29,641.94 29,641.99 24,d1-1.49 24,641.99 29,b41.99 29,b41,99 29,642.2x 455,99.36 428039.97 400,4bd.00 372,724.82 344,868.&1 316,x74 31 78x,755.70 260,647 33 232,103.56 za3,sn.» TOTALS 97x,000.00 2d2 04 141,36 84,111.43 1,067,111.93 174,907.20 146,103.31 117,161.40 d8,Ox0.d1 Sx,x60.x7 29,500 92 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of July 15, 1987 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the City of Fort Worth, Texas (herein called the "Issuer") and Texas American Bank/Fort Worth, N.A., as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on Attachment "A" attached hereto and made a part hereof. W I T N E S S E T H: WHEREAS, the Public Property Finance Act, Article 2368a.2, V.A.T.C.S., as amended (the "Act") authorizes the Issuer to execute, perform, and make payments under contracts with any person for the use, acquisition or purchase of personal property as described in the Act; and WHEREAS, the Act permits the governing body of the Issuer to execute contracts in any form deemed appropriate by said governing body in connection with the use, acquisi- tion or purchase of personal property; and WHEREAS, the governing body of the Issuer desires to acquire or purchase personal property, to-wit: automobiles for use by the Fort Worth Police Department, or such other personal property, appliances, equipment, facilities, furnishings or interests therein, whether movable or fixed, deemed by the governing body of the Issuer to be necessary, useful and/or appropriate for the purposes of the Issuer (the "Property"); and WHEREAS, the governing body of the Issuer has adopted an ordinance (the "Ordinance") authorizing the issuance, sale and delivery of $978,000 of City of Fort Worth, Texas Public Property Finance Contractual Obligations, Series 1987 (the "Contractual Obligations"); and WHEREAS, the Ordinance authorized the execution of an Escrow Agreement in substantially the form hereof and the deposit of the proceeds of the sale of the Contractual Obligations in the Escrow Fund (her.einafter defined); and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof. v NOW, THEREFORE, in consideration of the mutual under- takings, promises and agreements herein contained and in consideration of Ten Dollars ($10 00) duly paid by the Issuer to the Escrow Agent concurrently herewith, the receipt of which is hereby acknowledged, provide a source of paying the costs of acquisition and purchase of the Property and the costs of issuance of the Contractual Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows ARTICLE I DEFINITIONS AND INTERPRETATIONS SECTION 1 O1 Definitions Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement "Authorized Representative" shall mean with respect to the Issuer, the City Manager, Director of Finance or such other party hereafter designated by the governing body of the Issuer "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement "Permitted Investments" shall mean all forms of investment then authorized by law for the investment of the general funds of the Issuer SECTION 1 02 Other Definitions The terms "Agree- ment"., "Issuer", "Escrow Agent", "Contractual Obligations", "Ordinance" and "Property", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement SECTION 1.03 Interpretations The titles and head- ings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the acquisition or purchase of the Property and the payment of the costs of issuance with respect to the Contractual Obligations 2 ARTICLE II DEPOSIT OF FUNDS SECTION 2 O1 Deposits in the Escrow Fund Concur- rently with the sale and delivery of the Contractual Obliga- tions the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the proceeds of the sale of the Contractual Obligations other than proceeds representing accrued interest, if any, which is to be deposited to the Interest and Sinking Fund established by the Ordinance, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing ARTICLE III CREATION AND OPERATION OF ESCROW FUND SECTION 3 O1 Escrow Fund The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Contractual Obligations Escrow Fund (the "Escrow Fund") The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds described in Section 2 O1 hereof Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, and (b) shall be applied only in strict conformity with the terms and conditions of this Agreement SECTION 3 02 Trust Fund The Escrow Agent shall hold at all times the Escrow Fund and all assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent, and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein The assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds and a special account thereof shall at all times be maintained on the books of the Escrow Agent The amounts received by the. Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer but shall be disbursed or withdrawn, in connection with the costs paid or incurred by the Issuer with respect to the use, acquisition or purchase of Property, solely upon the receipt of written direction from an Authorized Representative in 3 the form of the "Payment Request Form" attached hereto as Attachment B The Escrow Agent shall retain on file copies of each Payment Request Form SECTION 3 03 Moneys Secured All moneys deposited with the Escrow Agent and not invested in securities by the Escrow Agent pursuant to the provisions hereof or to the extent not insured by the Federal Deposit Insurance Corporation or other federal agency, shall continuously be secured, for the benefit of Issuer and the holders of the Bonds, to the extent and as required by law for security of Issuer's funds Such securities shall be deposited with the Escrow Agent SECTION 3 04 No Unauthorized Transfers No money shall be withdrawn or transferred from or paid out of the Escrow Fund except as herein expressly provided in Section 3 02 SECTION 3 05 Investment of Money in Escrow Fund All money held by the Escrow Agent pursuant to this Escrow Agreement shall be deposited or invested only in Permitted Investments and only at the written direction of the Authorized Representative The Issuer intends that such funds shall be invested in Permitted Investments so as to obtain the highest yield practicable, having due regard for the maintenance of the exclusion of interest on the Contractual Obligations from the gross income of the owners thereof, for the safety of such funds and for the date upon which such funds will be required for uses and purposes specified in this Escrow Agreement All interest and other income received by the Escrow Agent from investment of the Escrow Fund shall be retained in the Escrow Fund The Escrow Agent shall not be liable for any loss resulting from the making or disposition of any investment pursuant to this Section, and any such losses shall be charged to the Escrow Fund ARTICLE IV RECORDS AND REPORTS SECTION 4 O1 Records The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Permitted Investments deposited to the Escrow Fund and all proceeds thereof, including specifically the submission of any Payment Request Form and the disbursement of funds pursuant to any such submission, and such books 4 .~ "4 shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Contractual Obligations SECTION 4 02 Reports While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, together with a detailed statement of all Permitted Investments and the cash balance on deposit in the Escrow Fund as of the end of such period ARTICLE V CONCERNING THE ESCROW AGENT SECTION 5 O1 Representations The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder SECTION 5 02 Limitation on Liability The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the conse- quences of any error of judgment, and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in 5 accordance with this Agreement If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the I ssuer at any time SECTION 5 03 Successor Escrow Agents If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bank- ruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy If no suc- cessor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Contractual Obligations then outstanding by an instrument or instruments in writing- filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Contractual Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a com- bined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such 6 i successor Escrow Agent, subject to the terms of this Agree- ment, all the rights, powers and trusts of the Escrow Agent hereunder Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirm- ing to such successor Escrow Agent all such rights, powers and duties ARTICLE VI MISCELLANEOUS SECTION 6 O1 Notice Any notice, authorization, re- quest, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Attachment A attached hereto The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10 ) days prior notice thereof SECTION 6 02 Termination of Responsibilities Upori the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obliga- tions or responsibilities hereunder to the Issuer, the owners of the Contractual Obligations or to any other person or persons in connection with this Agreement SECTION 6 03 Binding Agreement This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Contractual Obligations, the Issuer, the Escrow Agent and their respec- tive successors and legal representatives SECTION 6 04 Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein SECTION 6 OS Texas Law Governs This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas 7 4 1 SECTION 6.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. SECTION 6.07. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Contractual Obligations. EXECUTED as of the date first written above. ATTEST: City Secretary APPROVED AS TO FORM AND LEGALITY: City Attorney (SEAL) CITY OF FORT WORTH, TEXAS By City Manager TEXAS AMERICAN BANK/FORT WORTH, N.A. By Title: ATTEST: Title: (SEAL) 8 INDEX TO ATTACHMENTS Attachment "A" Addresses of the Issuer and the Escrow Agent Attachment "B" Payment Request Form ,~.,. ATTACHMENT "A" ADDRESSES OF THE ISSUER AND ESCROW AGENT ISSUER City of Fort Worth, Texas 1000 Throckmorton Fort Worth, Texas 76102 Attention: City Manager ESCROW AGENT Texas American Bank/Fort Worth, N.A. 500 Throckmorton P. O. Box 2604 Fort Worth, Texas 76113 Attention: Corporate Trust Department •~ T r r7 ATTACHMENT "B" Payment Request Form No. To: Texas American Bank/Fort Worth, N.A. 500 Throckmorton Fort Worth, Texas Attention: Corporate Trust Department As Escrow Agent, you are hereby requested to pay from the Escrow Fund established by the Escrow Agreement, dated as of July 15, 1987 between the City of Fort Worth (the "Issuer") and the Escrow Agent (the "Escrow Agent") to the person, corporation or other entity designated below as Payee, being someone other than an employee or officer of the Issuer, the sum set forth below such designation. The Issuer, acting by and through its Authorized Representative, hereby certified that [check one or more as appropriate]: [ ] such amount represents [full] [partial] payment for an item of "Property" (as defined in the Escrow Agreement) being and such item of Property [has not been] [has been] the subject of prior Payment Request Forms [Nos. ]. Attached hereto, unless supplied with a previous Payment Request, is a copy of the invoice, winning bid form or contract relating to the purchase or acquisition of such Property. [ ] such amount represents a cost of issuance of the Contractual Obligations (as defined in the Escrow Agreement). [ ] such amount represents the unexpended balance of the funds held in the Escrow Fund not needed for the payment of the costs of acquiring or purchasing Property and should be transferred to the Interest and Sinking Fund established by the ordinance. Payee: Address: Amount: Dated , 198_ City of Fort Worth Authorized Representative f. ~4 4 THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Ruth Howard, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular, open, public meeting, of the City Council of the City of Fort Worth, Texas, and of Ordinance No. which was duly passed at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said Ordinance. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 14th day of July, 1987. ~z-, ~'~ ~~ ^' ~(~5EAL) 5 i ~~ r ~'~,F v~'~~:. `~ tip. f ~..,~.. ~ J f y`i «~ ~a ~t~~,. ,_ City ecretary, City of Fort Wort , Texas FORM OF AUTHENTICATION CERTIFICATE AUTHENTICATION CERTIFICATE (To be executed if this Contractual Obligation is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas ) It is hereby certified that this Contractual Obligation has been issued under the provisions of the Ordinance described on the face of this Contractual Obligation, and that this Contractual Obligation has been issued in conversion or replacement of, or in exchange for, a contractual obligation, contractual obligations, or a portion of a contractual obligation or contractual obligations of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Paying Agent/Registrar By Authorized Representative 10 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises Dated Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every parti- cular, without alteration or enlargement or any change whatsoever 11 _ ~...~_ z CJUNTI`YC) T'''Arm+*'s'P~RjATt(,,,!~f,PUuillG.. ~,„~.~!1~~ ®~ ~~,~ c~®~,>!c~~~ll c~®~,~~,~~,~~~~ta®~, ~l N a Cf.rt Az7MINIS7 RATlUCd !9i DATE REFERENCE SUBJECT ORDINANCE AUTHORIZING THE PAGE UtVELGP.MEN-l.ti 7/14/87 NUMBER ISSUANCE OF CITY OF FURT WORTH 1 Po~ICE ADrAiNI:•TPA~~ ~r G-7145 PUBLIC PROPERTY FINANCE CONTRACTUAL ' °f- OBLIGATIONS, SERIES 1987 FINANCE. 1, DATA PR RECOPIMENDATION It is recommended that the City Council adopt an ordinance authorizing the issuance of City of Fort Worth Public Property Finance Contractual Obligations , Series 1987 for the purpose of providing funds for the purpose of paying all or a portion of contractual obligations to be incurred in connection with the acquisition of personal property. BACKGROUND On June 30, 1987 the staff proposed to the City Council that the City issue $848,948, plus fees, in Public Property Finance Contractual Obligations to purchase seventy-four vehicles for the Police Department as replacements for leased vehicles. This new financing instrument was proposed as it offered an expected savings of approximately 1 1/2qo in interest rate compared with lease/purchase proposals received by the City. Subsequent t o this presentation, the Finance Department has reviewed a planned lease/purchase of a disc storage device for the Data Processing Department and concluded that the issuance of an additional $122;568 of Public Property Finance Contractual Obligations would achieve an approximate savings of 2 1 /2~ i n interest rate. The M&C to purchase the disc st oraye device will be presented to Council at a future Council meeting but the financiny requires approval at this time so that the purchase price may be included in this debt issuance at no additional fee. DAI /sf ggqq APPROVED B~! CITY COUNCIL ,1111 1~ ~~~'~ ~~ t/,,. ~~:~ s~~~t~~r o~ ~® SUBMITTED FOR IHt CITY MANAGER'S OFFICE BY ORIGINATING DEPARTMENT HEAD• A~J Bai1'1ff FOR ADDITIONAL INFORMATION CONTACT A J Bai 1 i ff 8186 DISPOSITION BY COUNCIL. ^ APPROVED [' OTHER (DESCRIBE) Adppted Ordinance No. PROCESSED BY CITY SECRETARY DATE