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HomeMy WebLinkAboutResolution 1163 RESOLUTION *11C11_ AUTHORIZING AN ESCROW AGREEMENT BETWEEN THE CITY OF FORT WORTH, TEXAS AND MANUFACTURERS HANOVER TRUST COMPANY, NEW YORK, NEW YORK, AS ESCROW AGENT, AND OTHER MATTERS PERTAINING THERETO THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH WHEREAS, it is the desire of the City and the City is authorized by Article 717k, V.A.T.C.S., as amended, to sell its bonds for the purpose of refunding certain of its outstanding water and sewer system revenue bonds (the "Refunded Obligations") and to place the proceeds from the sale of such refunding bonds, together with other funds lawfully available therefor, in escrow to be held and 0 applied to the payment of the Refunded Obligations; and WHEREAS, the City by passage of an ordinance con- currently herewith, authorizing the issuance of the City's Water and Sewer System Revenue Refunding Bonds, Series 1986-A (the "Series 1986-A Bonds"), provides that the City will concurrently with the delivery of the Series 1986-A Bonds to the purchasers thereof deposit the proceeds from the sale of the Bonds into a special escrow fund to be held in accordance with a special escrow agreement; and WHEREAS, the Refunded Obligations shall mature in accordance with their scheduled maturities specified in the • respective ordinances authorizing their issuance, with the exception of bonds of Series 1984-A maturing after March 1, 1995, and of Series 1985 maturing after March 1, 1996; and i 0 WHEREAS, it is the desire of the City to provide for the special escrow agreement required by the ordinance authorizing the issuance of the Bonds; and WHEREAS, it is desirable that the special escrow agreement provide for the investment of monies so escrowed in direct obligations (including book-entry form) of the United States of America, which must have interest payable and maturities of principal at times to insure the existence of monies, together with other funds lawfully available therefor, sufficient to pay the principal of, and interest on the Underlying Bonds as the same shall come due and mature in accordance with their terms on their respective maturity dates or redemption dates, as the case may be; and WHEREAS, the City has made arrangements to purchase such direct obligations of the United States of America, which have interest payable thereon coming due and matur- ities at times to insure the existence of monies, together with other funds lawfully available therefor, sufficient to pay the principal of, and interest on the Underlying Bonds as the same shall come due and mature in accordance with their terms on such maturity dates and redemption dates; and' WHEREAS, Article 717k, V.A.T.C.S., as amended, providesh that when the initial deposit of securities (and any unin .;ASS vested money) is made with Manufacturers Hanover Trust' Company (the "Escrow Agent"), such deposit shall constitut/ the making of firm banking and financial arrangements f0, 0, 0 the discharge and final payment or redemption of the obliga- tions being refunded, and although such obligations being refunded shall continue to be obligations of the Issuer, automatically they shall become obligations of the Issuer secured solely by and payable solely from such deposit and the proceeds therefrom; and upon the making of such deposit, all previous encumbrances existing in connection with said obligations being refunded (whether in connection with taxes, revenues, real and personal property, or any other source of security or payment) automatically shall terminate and be finally discharged and released, as a matter of law, and said encumbrances shall be of no further force or effect; and although said obligations being so refunded will remain outstanding, they shall be regarded as being outstanding only for the purpose of receiving the funds provided by the Issuer for their payment or redemption, and they shall not be regarded as being outstanding in ascertaining the power of the Issuer to issue bonds, or in calculating any limitations in connection therewith, or for any other purpose; and WHEREAS, it is in order for the City Council to author- ize the execution of a special escrow agreement covering the handling of such special escrow fund and to authorize the publication of a notice of redemption for calling the Redeemable Refunded Obligations prior to their scheduled maturities. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. That the City Manager of the City is hereby author- ized and directed to execute, the City Secretary is author- ized to attest, and the City Attorney is authorized to approve as to form and legality, on behalf of the City, the City of Fort Worth, Texas Water and Sewer System Revenue Bonds Escrow Agreement covering the use of the monies to be deposited with the Escrow Agent therein named for the benefit of the holders of the Underlying Bonds. 2. That the form of such Escrow Agreement which constitutes a part of this authorizing resolution shall be substantially as follows, to-wit: 0 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of August 28, 1986 (here- in, 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 Manufact- urers Hanover Trust Company, New York, New York, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on Exhibit "A" attached hereto and made a part hereof. W I T N E S S E T H: WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the obligations described in Exhibit "B" attached hereto (the "Refunded Obligations"); and WHEREAS, the Refunded obligations are scheduled to mature in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit "C" attached hereto and made a part hereof; and WHEREAS, when firm banking arrangements have been made for the payment of principal and interest to the maturity dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Vernon's Ann. Tex. Civ. St. Article 717k, as amended, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in suffi- cient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations with respect to the safe- keeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled ;Fx •a. T: ?IF;h?s payment of principal and interest on the Refunded Obligations when due; and i WHEREAS, the Escrow Agent is the paying agent (the "Paying Agent") for the Refunded Obligations and this Agreement consti- tutes an escrow agreement of the kind authorized and required by said Article 717k; and WHEREAS, Article 717k makes it the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the other places of payment (paying agents) for the Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent pro- vided in this Agreement; and WHEREAS, the issuance, sale, and delivery of City of Fort Worth, Texas Water and Sewer Revenue Refunding Bonds, Series 1986-A (the "Refunding Obligations") have been duly authorized to be issued, sold, and delivered for the purpose of obtaining the funds required to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates and the interest thereon to such maturity dates; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers there- of, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the "Escrowed Securi- ties" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes- payable and the principal of the Refunded Obligations on their maturity dates; and WHEREAS, to facilitate the receipt and transfer of pro- ceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; 2 NOW, THEREFORE, in consideration of the mutual undertak- ings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually under- take, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearlv indicates otherwise, the following terms shall have the mean- ings assigned to them below when they are used in this Agree- ment: "Code" means the Internal Revenue Code of .1954, as amended, and the rules and regulations thereunder. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the noncallable United States Treasury obligations described in Exhibit "D" attached to this Agreement, or cash or other direct obligations of the United States of America substituted therefor pursuant to Section 4.03 of this Agreement. Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent", "Refunded Obligations", "Refunding Obligations" and "Paying Agent", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effect- uate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obliga- tions in accordance with applicable law. • ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations the 3 Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in Exhibit "D" attached hereto, and the Escrow Agent, upon its execution and delivery of this Agreement, acknowledges receipt of such funds and Escrowed Securities. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the "City of Fort Worth, Texas Water and Sewer System Revenue Bond Escrow Fund Series 1984-A and 1985" (the "Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in Exhibit "D" attached hereto. 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, (b) shall be applied only in strict conformity with the terms and conditions of this Agree- ment, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be dis- charged from any further duties hereunder. Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their respective maturity dates or redemption dates and interest thereon to such dates in the amounts and at the times shown in Exhibit "C" attached hereto. Copies of the notices of redemption of Refunded Bonds called for redemption prior to their maturity dates are attached hereto as Exhibit 11H11. Section 3.03. Sufficiency of Escrow Fund. The Issuer • represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay 4 _0 the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the ,,refunded Obligations mature, all as more fully set forth in Exhibit "E" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or 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 Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obliga- tions shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a con- structive 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 or, except to the extent expressly herein provided, by the Paying Agent. Section 3.05. Security for Cash Balances. Cash balances .from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. 5 ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Duty to Invest or Reinvest. Except for the initial investment of the proceeds of the Refunding Obligations in the Escrowed Securities, and except as provided in Sections 4.02 and 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities. Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. In addition to the Escrowed Securities listed in Exhibit "D" hereto, the Escrow Agent shall reinvest cash balances shown in Exhibit "F" attached hereto in zero (0) interest rate United States Treasury Obligations - State and Local Government Series to the extent such Obligations are available from the Department of the Treasury. All such reinvestments shall be made only from the portion of cash balances derived from the maturing principal of and interest on Escrowed Securities that are United States Treasury Certifi- cates of Indebtedness, Notes, or Bonds - State and Local Government Series. All such reinvestments shall be acquired on and shall mature on the dates shown on Exhibit "F" attached hereto. Section 4.03. Substitution for Escrowed Securities. Concurrently with the delivery of the Refunding Obligations to the purchasers thereof, the Issuer, at its option, may substitute cash or non-interest bearing direct obligations of the United States Treasury (i.e., Treasury obligations which mature and are payable in a stated amount on the maturity date thereof, and for which there are no payments other than the payment made on the maturity date) for certain non-interest bearing Escrowed Securities, if any, listed in Exhibit "D", but only if such Escrowed Securities listed on Exhibit "D" for which substitution is made are listed on Part III of Exhibit "D" and such cash and/or substituted non-interest bearing direct obligations of the United States Treasury - (a) are in an amount, and/or mature in an amount, which, together with any cash substituted for such obliga- tions, is equal to or greater than the amount payable 19 on the maturity date of the obligation listed in part III of Exhibit "D" for which such obligation is substituted, and (b) mature on or before the maturity date of the obligation listed in part III of Exhibit "D" for which such obligation is substituted. 6 The Issuer subsequently may at any time substitute for the credit of the Escrow Fund the Escrowed Securities listed on Exhibit "D" which were not initially deposited to the credit of the Escrow Fund, as permitted by the preceding sentence, for the cash and/or obligations that were substituted concurrently with the delivery of the Refunding Obligations for such Escrowed Securities, such that the Escrowed Securities (including the substituted securities) and cash on deposit in the Escrow Fund will produce the amount necessary to pay the interest on and principal of the Refunded Obligations, as set forth in Exhibit "E" hereto, as verified by a certified public accountant or a firm of certified public accountants. Section 4.04. Allocation of Certain Escrowed Securities. Except as provided in this Section 4.04, the maturing principal of and interest on the Escrowed Securities may be applied to the payment of any Refunded Obligations and no allocation or segregation of the receipts of principal or interest from such Escrowed Securities is required. The maturing principal of and interest on the Escrowed Securities listed in Exhibit "G" hereto shall be allocated and applied only to pay the Refunded Obligations listed on Exhibit "G" hereto. Section 4.05. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securi- ties to be used directly or indirectly to acquire any securi- ties or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of Section 103(c) of the Code. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02 and 4.02 hereof, no withdrawals, transfers, or reinvest- ment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS L Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all 7 proceeds thereof, and such books shall be available for in- spection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. 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, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. 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 7.02. Liraitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the Refund- ing Obligations or the Refunded Obligations and is not respon- sible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paving Agent/- Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. 8 W. 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 perfor- mance 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 consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obli- gated, in making such determination, only to exercise reason- able 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 neces- sary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, and, as sole Paying Agent for the Refunded Obligations, for all future paying agency services for the 9 Refunded Obligations, the sum of $ , the sufficiency of which is hereby acknowledged by the Escrow Agent, both as lie Escrow Agent and Paying Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to re- imburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. The Issuer agrees separately and independently to pay to Manufacturers Hanover Trust Company, as registrar (the "Paying Agent /Registrar") for the Refunded Obligations, the fees and charges for performing the registrar and transfer agent services of Paying Agent/Registrar in accordance with the pro- visions of the proceedings authorizing the issuance of the Refunded Obligations, but that for such services as Paying Agent/Registrar relating solely to its function as registrar and transfer agent for the registration and transfer of the Refunded Obligations, the Paying Agent/Registrar separately will be responsible for billing the Issuer for its fees and expenses from time to time for continuing to act as such registrar and transfer agent. Section 7.04. 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 bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall NF5 be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. 10 .e. 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 organ- ized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the super- vision 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 successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent here- under. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow Agent's fee and the amount received by the Escrow Agent in accordance with Section 7.03(b) for paying agency services hereunder. ARTICLE VIII MISCELLANEOUS Section 8.01. 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 Exhibit "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 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their 11 respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agree- ment shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Effective date of Agreement. This Agree- ment shall be effective upon receipt by the Escrow Agent of the funds described in Exhibit "D" attached hereto and the Escrowed Securities, together with the specific sums stated in subsec- tions (a) and (b) of Section 7.03 for Escrow Agent and paying agency fees, expenses, and services.. EXECUTED as of the date first written above. CITY OF FORT WORTH, TEXAS By City Manager ATTEST: City Secretary (SEAL) APPROVED AS TO FORM AND LEGALITY: City Attorney 12 0 MANUFACTURERS HANOVER TRUST COMPANY By Title: ATTEST: Title: (SEAL) 13 EXHIBIT "A" ADDRESSES OF ISSUER AND ESCROW AGENT Issuer City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: City Manager Escrow Agent Manufacturers Hanover Trust Company 600 Fifth Avenue 10th Floor New York, New York 10020 Attention: Corporate Trust Department EXHIBIT "B" LIST OF REFUNDED OBLIGATIONS Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 1984-A, dated 1, 1984, bonds maturing on in each of the years through inclus- ive, in the aggregate principal amount of $ City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 1985, dated , 1985, bonds maturing on in each of the years through , inclusive, in the aggregate principal amount of 40,11 0 3. That the City Secretary of the City is hereby authorized and directed to cause Manufacturers Hanover Trust Company to give notice, in the manner required by the ordi- nances authorizing the issuance of the Refunded Obligations, of the redemption of certain of the Refunded Obligations, substantially in the form attached to this Resolution, and such bonds as described in such notice shall be redeemed on the dates and in the amounts as set forth in such notice. 4. That this resolution shall be effective immediately from and after its adoption. ADOPTED this 22nd day of July, 1986. xl? Mayor ATTEST: City Secretary APP VED AS TO FORM AND GALITY: City Attorney (SEAL) • A? 1 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 which was held on July 22nd, 1986, and of a Resolution which was duly adopted at said meeting, and that said copy is a true and correct copy of said excerpt and the whole of said Resolution. In testimony whereof, I have set my hand and have hereunto affixed the seal of said City of Fort Worth, this 22nd day of July, 1986. City Secretary of the City of Fort Worth, Texas (SEAL) 0