HomeMy WebLinkAbout6314-06-2026 - City Council - ResolutionRESOLUTION 6314-06-2026
12ESOLUTION AUTHORIZING 12EDEMPTION AND DEFEASANCE OF OBLIGATIONS
WHEREAS, the City of Fort Worth, Texas (the "City") has outstanding the following
obligations:
City of Fo�°t YTTort1�, Texas Genei°al Purpose Refirj�ding and ImprovenZent I3onds, Series
2015A (the "Series 2015A Bonds"), City of Fo�°t Wor^t17, Texas Generc�l Pzrrpose Refunding and
b�zpr�ovement Bonds, Sef^ies 2016 (the "Series 2016 Bonds"), City of For�t Wo�^th, Texas Gener•crl
Purpose Bonds, Series 2018 (the "Series 2018 Bonds"), City of Fort Worth, Texus Genef°al
Pu� pose Bonc�s, Ser^ies 2019 (the "Series 2019 Bonds"), Ci .ry of For�t Wor�th, Texas Generc�l
Pu� pose Refi�nding and Improvenzent Bonds, Series 2020 (the "Series 2020 Bonds"), City of Fo��t
Worth, Texas Gene�°al Purpose Refitnding and Imp��ovemeni Bonds, Series 2021 (the "Series
2021 Bonds"), and City of Fort Worth, Texas Gene��al Pzr�pose Bonds, Series 2023 (the "Series
2023 Bonds" and, together with the Series 2015A Bonds, the Series 2016 Bonds, the Series 2018
Bonds, the Series 2019 Bonds, the Series 2020 Bonds and the Series 2021 Bonds, the
"Obligations"); and
WHEREAS, the proceedings adopted by the City Council authorizing the issuance of the
Obligations provide that the City may effect a redemption of the Obligations prior to their
scheduled maturities or defeasance of the Obligations to their scheduled maturities; and
WHEREAS, City staff has determined and recommended to the City Council that
effecting the redemption and/or defeasance of the Obligations will result in the reduction of debt
service payable on the outstanding Obligations.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS:
Section l. That the City Council hereby authorizes the use of available funds in the
General Debt Service Fund for the purpose of effecting:
(i) the redemption of the Series 2015A Bonds maturing on March 1, 2027, as
shown in the following table (the "Redeemed 2015A Bonds"):
Maturi Principal Amount ($)
2p2� 9,970,000
; and
(ii) the redemption of the Series 2016 Bonds maturing on March 1, 2027, as
shown in the following table (the "Redeemed 2016 Bonds"):
Maturi Princ�al Amount ($)
2p2� 9,205,000
; and
(iii)(a) the defeasance of the Series 2018 Bonds maturing on March l, 2027, as
shown in the following table (the "Defeased 2018 Bonds"):
Maturity Princ�al Amount ($)
2p2� 2,250,000
; and
(b) the redemption of the Series 2018 Bonds matur•ing on March 1, 2028, as
shown in the following table (the "Redeemed 2018 Bonds" and, collectively with the
Redeemed 2015A Bonds and the Redeemed 2016 Bonds, the "Redeemed Bonds"):
Maturitv Princi�al Amount ($)
2�2g 2,250,000
; and
(iv) the defeasance of the Series 2019 Bonds matur•ing on March l, 2027, as
shown in the following table (the "Defeased 2019 Bonds"):
Maturi Principal Amount ($)
2p2'7 4,530,000
; and
(v) the defeasance of the Series 2020 Bonds maturing on March 1, 2027, as
shown in the following table (the "Defeased 2020 Bonds"):
Maturi Principal Amount ($)
2027 7,050,000
; and
(vi) the defeasance of the Series 2021 Bonds maturing on March 1, 2027, as
shown in the following table (the "Defeased 2021 Bonds"):
Maturitv Pi•incipal Amount ($)
2p2� 4,115,000
; and
(vii) the defeasance of the Series 2023 Bonds maturing on March 1, 2027, as
shown in the following table (the "Defeased 2023 Bonds" and, collectively with the
Defeased 2018 Bonds, the Defeased 2019 Bonds, the Defeased 2020 Bonds and the
Defeased 2021 Bonds, the "Defeased Bonds"):
Maturi Princi al Amount ($)
2p2'7 7,130,000
Section 2. That the City Manager is hereby directed to cause the Redeemed Bonds to be
redeemed on July l, 2026 (the "Redemption Date"). Notices of the redemption of the Redeemed
Bonds shall be in substantialiy the forms attached to this Resolution as Exhibits A-1, A-2 and A-
3, and shall be given in the manner provided in the proceedings authoz•izing the issuance of the
Redeemed Bonds.
Section 3. That the City Manager is hereby directed to cause the Defeased Bonds to be
defeased to their respective maturity dates, and such Defeased Bonds shall be paid on their
scheduled interest payment dates and their maturity dates set forth above. Notices of the
defeasance of the Defeased Bonds shall be in substantially the forms attached to this Resolution
as Exhibits A-3, A-4, A-5, A-6 and A-7, and shall be given in the maruler provided in the
proceedings authorizing the issuance of the Defeased Bonds.
Section 4. That the City Manager is hereby directed to fund the redemption of the
Redeemed Bonds and the defeasance of the Defeased Bonds froln available funds in the General
Debt Service Fund, in an amount, togethei• with investment earnings thereon, sufficient to pay
(i) the principal amount of the Redeemed Bonds, plus accrued interest on the Redeemed Bonds
to the Redemption Date, and (ii) the interest coming due on the Defeased Bonds on their
scheduled interest payment dates and the principal and accrued interest on their maturity dates.
Section 5. That the City Manager and the City Secretary are he2•eby directed to execute,
attest, seal and deliver the Escrow Agreement between the City and BOKF, NA (the "Escrow
Agent"), in substantially the form attached to this Resolution as Exhibit B, which Escz•ow
Agreement will provide for the payment of the funds authorized in Section 4 hereo£ In addition,
the City Manager is authorized to purchase, or approve the purchase of, Escrowed Securities (as
defined in the Escrow Agreement) with the proceeds deposited with the Escrow Agent.
Section 6. That this Resolution shall become effective immediately upon its adoption.
Section 7. That this City Council officially iinds and determines that the meeting at
which this Resolution is adopted was open to the public, and that public notice of the time, place,
and purpose of such meeting was given, all as required by Chapter 551, Texas Government
Code.
[Execa{tion Page FolloivsJ
PASSED AND APPROVED
ATTEST:
Ci Secretary
C ty of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
.� �,
,, ,
;
` ity Attorney
City of Fort Worth, Texas
Signnt:n•e Pnge — Resol�dior� Autlioi•rzrng Defensnrice of Obligniio�zs
City of Fort Worth, Texas
Exhibit A-1
CONDITIONAL NOTICE OF REDEMPTION
CITY OF FORT WORTH, TEXAS
Notice is hereby given that the City of Foi•t Worth, Texas (the "City") has called for redemption the
outstanding bonds as described below:
CITY OF I'ORT WORTH, TEXAS GENERAL PURPOSE REFUNDING AND
IMPROVEMENT BONDS, SERIES 2015A, maturing on March 1, 2027 (the "Series 2015A
Bonds"), as shown in the table below. Such Series 2015A Bonds have been called for redemption
on July 1, 2026 (the "Redemption Date") at the redemption price of par plus accrued interest to the
Redemption Date (the "Redemption Price"):
Maturitv Date Pru�cipal Amount Interest Rate CUSIP
03/O1/2027 $9,970,000 5.000% 3494255Y0
Said Series 2015A Bonds shall be presented for payment either in person or by mail, at the following
addresses:
Fi�•st Class/Re�iste�•ed/Ce�•tifred
BOKF, NA
P.O. Box 64106
St. Paul, MN 55164-0106
Overnight Delive�X
BOKF, NA
Corporate Trust Services
111 Fillmore Avenue E
St. Paul, MN 55017
Such redemption is subject to the deposit of the Redemption Price with BOKF, NA ("BOKF"), the paying
agent for the Series 2015A Bonds, on ar pi•ior to the Redemption Date. If for any reason the City does not deposit,
on or before the Redemption Date, sufficient moneys to pay the Redemption P►•ice, this conditional notice of
redemption shall be automatically cancelled, and the Series 2015A Bonds shall remain outstanding. In such event,
any Series 2015A Bonds that have ah�eady been presented for payment will be returned.
Upon presentation of the Series 2015A Bonds at the paying agenth-egist��ar on the Redemption Date, the
holder thereof shall be entitled to receive the Redemption Pi•ice, and thereafter the Series 2015A Bonds shall no
longer bear interest.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for
the convenience of the holder of the Series 2015A Bonds. Neither the City nor BOKF shall be responsible for the
selection or correctness of the CUSIP numbeis on the obligations or as indicated in any redemption notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or pi•incipal on municipal securities may be obligated
to withhold a 28% tax fram remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Owners of the Series 2015A Bonds who wish to avoid the imposition of the tax
should submit certified taxpayer identification numbeis when presenting the Series 2015A Bonds for payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City on June 9,
2026.
Exhibit A-2
CONDITIONAL NOTIC� OF RED�MPTION
CITY OF I+ORT WORTH, T�XAS
Notice is hereby given that the City of Fort Worth, Texas (the "City") has called for redemption the
outstanding bonds as described Uelow:
CITY OF FORT WORTH, TEXAS GENERAL PURPOSE R�FUNDING AND
IMPROV�M�NT BONDS, SERI�S 2016, maturing on March 1, 2027 (the "Series 2016
Bonds"), as shown in the table below. Such Series 2016 Bonds have been called for redemption
on July 1, 2026 (the "Redemption Date") at the redemption price of par plus accrued interest to the
Redemption Date (the "Redemption Price"):
Maturitv Date Principal Amount Interest Rate CUSIP
03/O1/2027 $9,205,000 5.000% 3494256T0
Said Series 2016 Bonds shall be presented for payment either in person or by mail, at the following
addresses:
Fir•st Class/Registered/Cer•ti�ed
BOKF, NA
P.O. Box 64106
St. Paul, MN 55164-0106
Overni�ht Delive��v
BOKF, NA
Corporate Trust Services
111 Fillmore Avenue E
St. Paul, MN 55017
Such redemption is subject to the deposit of the Redemption Price with BOKF, NA ("BOKF"), the paying
agent for the Series 2016 Bonds, on or prior to the Redemption Date. If for any reason the City does not deposit, on
or before the Redemption Date, suffcient moneys to pay the Redemption Price, this conditional notice of
redemption shall be automatically cancelled, and the Series 2016 Bonds shail remain outstanding. In such event, any
Sei•ies 2016 Bonds that have already been presented for payment will be returned.
Upon presentation of the Series 2016 Bonds at the paying agent/registrar on the Redemption Date, the
holder thereof shall be entitled to receive the Redemption Price, and thereafter the Series 2016 Bonds shall no longer
bear interest.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for
the convenience of the holder of the Series 2016 Bonds. Neither the City nor BOKF shall be responsible for the
selection or correctness of the CUSIP numbers on the obligations or as indicated in any redemption notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or principal on municipal securities may be obligated
to withhold a 28% tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Owners of the Series 2016 Bonds who wish to avoid the imposition of the tax should
submit certified Yaxpayer identification numbers when presenting the Series 2016 Bonds for payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City on June 9,
2026.
Exhibit A-3
CONDITIONAL NOTICE OF R�DEMPTION AND NOTICE OF DEFEASANCE
CITY OF FORT WORTH, TEXAS
Notice is hereby given that the City of Port Worth, Texas (the "City") has called for redemption and/or
defeased the outstanding bonds as described below:
CITY OF FORT WORTH, TEXAS G�N�RAL PURPOSE BONDS, SERI�S 2018, maturing
on March 1 in each of the years shown in the tabie below (the "Series 2018 Bonds"). The Series
2018 Bonds maturing on March 1, 2027 are refei•red to herein as the "Defeased Bonds" and the
Series 2018 Bonds maturing on March 1, 2028 are referred to herein as the "Redeemed Bonds".
The Defeased Bonds have been defeased and will be paid on their scheduled maturity date at a
price of par and accrued interest to their maturity date, and the Redeemed Bonds have been called
for redemption on July 1, 2026 (the "Redemption Date") at a redemption price equal to the
principal amount thereof plus accrued interest to the Redemption Date (the "Redemption Price"):
MaYuritv Date Principal Amount Interest Rate CUSIP
03/O1/2027 $2,250,000 5.000°/a 3494257M4
03/O1/2028 $2,250,000 4.000% 3494257N2
The Redeemed Bonds shall be presented for payment either in person or by mail, at the following
addresses:
Fifst Class/Registe��ed/Certi red
BOICF, NA
P.O. Box 64106
St. Paul, MN 55164-0106
Over���ight DeliverY
BOKF, NA
Corporate Trust Services
111 Filimore Avenue E
St. Paul, MN 55017
The redemption of the Redeemed Bonds is subject to the deposit of the Redemption Price with BOKF, NA
("BOKF"), the paying agent for the Redeemed Bonds, on or prior to the Redemption Date. If for any reason the City
does not deposit, on or befare the Redemption Date, sufficient moneys to pay the Redemption Price, this conditional
notice of redemption shall be automatically cancelled, and the Redeemed Bonds shall remain outstanding. In such
event, any Redeemed Bonds that have already been presented foi• payment will be returned.
Upon presentation of the Defeased Bonds on their maturity date, the holder thereof shall be entitled to
receive the amount due on such date, and interest on such Defeased Bonds shall no longer accrue. Upon presentation
of the Redeemed Bonds at the paying agenth•egistrar on the Redemption Date, the holder thereof shall be entitled to
receive the Redemption Price thereof, and thereafter the Redeemed Bonds shall no longer bear interest.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for
the convenience of the holder of the Series 2018 Bonds. Neither the City nor BOKF shall be responsible for the
selection ot• correctness of the CUSIP numbers on the obligations or as indicated iu any redemption or defeasance
notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or principal on municipal securities may be obligated
to withhold a 28% tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Owners of the Series 2018 Bonds who wish to avoid the imposition of the tax should
submit certified taxpayer• identification numbers when presenting the Series 2018 Bonds for payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City on June 9,
2026.
Exhibit A-4
NOTIC� OF DEFEASANC�
CITY OF FORT WORTH, TEXAS
Notice is hereby given that the City of Fort Worth, Texas (the "City") has defeased the outstanding bonds
as described below:
CITY OF FORT WORTH, TEXAS GENERAL PURPOSE BONDS, SERIES 2019, maturing
on March 1, 2027 (the "Series 2019 Bonds"), as shown in the table below. The Series 2019 Bonds
have been defeased and will be paid on their scheduled maturity date at a price of par and accrued
interest to their maturity date:
Maturitv Date Principal Amount Interest Rate CUSIP
03/O1/2027 $4,530,000 5.000% 349426AH9
Due pt•ovision for the payment of the above-described obligations has been made with BOKF, NA, the
paying agent for said obligations ("BOKF"), and said obligations shall be presented for payment either in person or
by mail, at the following addresses:
First Class/Registered/Certifecl Overni�ht Delive�;�
BOICF, NA BOKF, NA
P.O. Box 64106 Corporate Trust Services
St. Paul, MN 55164-0106 1 l 1 Filhnore Avenue E
St. Paul, MN 55017
Upon presentation of the Series 2019 Bonds on their maturity date, the holder thereof shall be entitled to
receive the amount due on such date, and interest on such Series 2019 Bonds shall no longer accrue.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for
the convenience of the holder of the Series 2019 Bonds. Neither the City nor BOICF shall be responsible for the
selection or con•ectness of the CUSIP numbers on the obligations or as indicated in any defeasance notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or principal on municipal securities may be obligated
to withhold a 28% tax fi�om relnittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identiiication number. Owners of the Series 2019 Bonds who wish to avoid the imposition of the tax should
submit certifed taxpayer identification numbers when presenting the Series 2019 Bonds for payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City on June 9,
2026.
Exhibit A-5
NOTICE OF DEFEASANCE
CITY OF FORT WORTH, T�XAS
Notice is hereby given that the City of Fort Worth, Texas (the "City") has defeased the outstanding bonds
as described below:
CITY OF FORT WORTH, T�XAS GENERAL PURPOSE REFUNDING AND
IMPROVEM�NT BONDS, SERIES 2020, matui•ing on March 1, 2027 (the "Series 2020
Bonds"), as shown in the table below. The Sei•ies 2020 Bonds have been defeased and will be paid
on their scheduled maturity date at a price of par and accrued interest to their maturity date:
Maturitv Date Principal Amount Interest Rate CUSIP
03/O1/2027 $7,050,000 5.000% 349426BM7
Due provision far the payment of the above-described obligations has been made with BOKF, NA, the
paying agent for said obligations ("BOKF"), and said obligations shall Ue presented for payment either in peison or
by mail, at the following addresses:
Fir•st Class/ReQister�ed/Certifted Over»ig_ht Deliver�
BOKF, NA BOKF, NA
P.O. Box 64106 Corporate Trust Services
St. Paul, MN 55164-0106 111 Filhnore Avenue E
St. Paul, MN 55017
Upon presentation of the Series 2020 Bonds on their maturity date, the holder thereof shall be entitled to
receive the amount due on such date, and interest on such Series 2020 Bonds shall no longer accrue.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for
the convenience of the holder of the Series 2020 Bonds. Neither the City nor BOKF shall be responsible for the
selection or correctness of the CUSIP numbers on the obligations or as indicated in any defeasance notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or principal on municipal securities may be obligated
to withhold a 28% tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identifcation number. Owners of the Series 2020 Bonds who wish to avoid the imposition of the tax should
submit certified taapayer identification numbers when presenting the Series 2020 Bonds foi• payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City on June 9,
2026.
Exhibit A-6
NOTICE OF DEFEASANCE
CITY OF FORT WORTH, TEXAS
Notice is hereby given that the City of Fort Worth, Texas (the "City") has defeased the outstanding bonds
as described below:
CITY OF FORT WORTH, T�XAS G�N�RAL PURPOS� REFUNDING AND
IMPROVEMENT BONDS, SERI�S 2021, maturing on March 1, 2027 (the "Series 2021
Bonds"), as shown in the table below. The Series 2021 Bonds have been defeased and will be paid
on their scheduled maturity date at a price of par and accrued interest to their matui•ity date:
Maturity Principal Amount Principal Amount Principal Amount Interest
Date Outstandin� Being Defeased Remaining Rate CUSIP
03/O1/2027 $6,480,000 $4,115,000 $2,365,000 5.000% 349426CP9
Due provision for the payment of the above-desci•ibed obligations has been made with BOI�F, NA, the
paying agent for said obligations ("BOKF'"), and said obligations shall be presented for payment either in person or
by mail, at the following addresses:
Fi�•st Class/Re�istered/Certified Overrti�ht Delivery
BOKF, NA BOKF, NA
P.O. Box 64106 Corporate Trust Services
St. Paul, MN 55164-0106 111 Fillmore Avenue E
St. Paul, MN 55017
Upon presentation of the Series 2021 Bonds on their maturity date, the holder thereof shall be entitled to
receive the amount due on such date, and interest on such Series 2021 Bonds shall no longer accrue.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for
the convenience of the holder of the Series 2021 Bonds. Neither the City nor BOKF shall be responsible for the
selection or correctness ofthe CUSIP numbers on the obligations or as indicated in any defeasance notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or principal on municipal securities may be obligated
to withhold a 28% tax from remittance to individuals who have failed to farnish the paying agent with a valid
taxpayer identification number. Owners of the Series 2021 Bonds who wish to avoid the imposition of the tax should
submit certified taxpayer identification numbers when presenting the Series 2021 Bonds for payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City ou June 9,
2026.
Exhibit A-7
NOTICE OF DEFEASANCE
CITY OF FORT WORTH, TEXAS
Notice is hereby given that the City of Fort Worth, Texas (the "City") has defeased the outstanding bonds
as described below:
CITY OF FORT WORTH, TEXAS G�NERAL PURPOSE BONDS, SERI�S 2023, maturing
on March 1, 2027 (the "Series 2023 Bonds"), as shown in the taUle below. The Series 2023 Bonds
have been defeased and will be paid on their scheduled maturity date at a price of par and accrued
interest to their maturity date:
Maturity Date Principal Amount Interest Rate CUSIP
03/O1/2027 $7,130,000 5.000% 349426GC4
Due provision for the payment of the above-described obligations has been made with BOKF, NA, the
paying agent for said obligations ("BOKF"), and said obligations shall be presented for payment either in person or
by rnail, at the following addresses:
Fi�•st Class/Re�istered/Certifred OverniQht Delive�;�
BOKF, NA BOICF, NA
P.O. Box 64106 Corporate Trust Services
St. Paul, MN 55164-0106 111 Filhnore Avenue E
St. Paul, MN 55017
Upon presentation of the Series 2023 Bonds on their maturity date, the holder thereof shall be entitled to
receive the amount due on such date, and interest on such Series 2023 Bonds shall no longer accrue.
CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely foi•
the convenience of the holder of the Series 2023 Bonds. Neither the City nor BOKF shall be responsible for the
selection or correctness of the CUSIP numbers on the obligations or as indicated in any defeasance notice.
IMPORTANT NOTICE: Under the provisions of the Jobs and Growth Tax Relief Reconciliation Act of
2003 (the "Act"), paying agents making payments of interest or principal on municipal securities may be obligated
to withhold a 28% tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Owners of the Series 2023 Bonds who wish to avoid the imposition of the tax should
submit certified taxpayer identification numbers when pi•esenting the Series 2023 Bonds for payment.
THIS NOTICE is given under authority of a resolution adopted by the City Council of the City on June 9,
2026.
Exhibit B
Escrow Agreement
ESCROW AGREEMENT
CITY OF FORT WORTH, TEXAS
2026 ESCROW
THIS ESCROW AGREEMENT, dated as of July l, 2026 (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 BOKF, NA, as escrow agent (herein,
together with any successor in such capacity, called the 'Bscrow Agent"). The addresses of the
Issuer and the Escrow Agent are shown on Exhibit "A" attached hez•eto and made a pa1-t hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore issued and there presently remain outstanding the
obligations (the "Defeased Obligations") described in the Veriiication Report of Robert Thomas
CPA, LLC, a true and coi�rect copy of which is attached hereto as E�ibit "B" and made a part
hereof (the "Report"), relating to the Defeased Obligations; and
WHEREAS, the Defeased Obligations are scheduled to mature on such dates, bear interest
at such rates, and be payable at such times and in such amounts as are set forth in the Report; and
WHEREAS, when firm banking arrangements have been made for the payment of principal
and interest to the maturity or redemption date of the Defeased Obligations, then the Defeased
Obligations shall no longer be regarded as outstanding except for the puipose of receiving payment
from the funds provided for such purpose; and
VJHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the
Issuer to deposit available funds of the Issuer directly with any place of payment (paying agent)
for any of the Defeased Obligations, and such deposit, if made before such payment dates and in
sufficient amounts, shall constitute the making of firm banlcing and iinancial arrangements for the
discharge and final payment of the Defeased Obligations; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with any such paying agent for any of the Defeased Obligations with respect to the safelceeping,
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 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 boolc
entty form, and which shall mature and/or bear interest payable at such times and in such amounts
as will be sufficient to provide for the scheduled payment of principal and interest on the Defeased
Obligations when due; and
WHEREAS, the Escrow Agent is the paying agent for the Defeased Obligations, and this
Agreement constitutes an escrow agreement of the lcind authorized and required by Chapter 1207;
and
WHEREAS, Chapter 1207 malces it the duty of the Escrow Agent to comply with the terms
of this Agi•eement and timely make available 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 provided in this Agreement; and
WHEREAS, the Issuer has determined to fund with cash the deposit to the Escrow Fund
created pursuant to the terms of this Agreement for the payment of the principal of the Defeased
Obligations at their respective dates of maturity or date of redemption and the interest thereon to
such dates; and
WHEREAS, the Issuer desires that the cash deposited to the credit of such Escrow Fund
shall be applied to purchase certain direct obligations of the United States of America her•einafter
defined as the "Escrowed Securities" 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 any cash balances
from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Defeased
Obligations as it accrues and becomes payable and the principal of the Defeased Obligations on
their respective dates of maturity or date of redemption; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the
designated corporate trust office of the Escrow Agent; and
WHEREAS, the Escrow Agent is herein also referred to as the "Paying Agent", and in such
capacity as paying agent for the Defeased Obligations, acting through the Escrow Agent, is also a
party to this Agreement, as the sole Paying Agent for the Defeased Obligations, to acknowledge
its acceptance of the terms and provisions of this Agreement in such capacity.
NOW, THEREFORE, in consideration of the mutual undertalcings, promises and
Agreements herein contained, the sufficiency of which hereby are acicnowledged, and to secure
the full and timely payment of principal of and the interest on the Defeased Obligations, the Issuer
and the Escrow Agent mutually undertalce, 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 clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
"Code" means the Internal Revenue Code of 1986, as amended, or to the extent applicable
the Internal Revenue Code of 1954, together with any other applicable provisions of any successor
federal income tax laws.
"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 direct noncallable, non-prepayable United States
Treasury obligations and obligations the due timely payment of which is unconditionally
guaranteed by the United States of America described in the Report or cash or other direct
obligations of the United States of America substituted therefor pursuant to Article IV of this
Agreement.
Section 1.02. Other Deiinitions. The terms "Agreement", "Defeased Obligations",
"Escrow Agent", "Issuer", "Paying Agent" and "Repoi�t", 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 ar�ticles 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 hereo£ 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 defeasance of the Defeased
Obligations in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
The 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 the Report, and the Escrow
Agent shall, upon the receipt thereof, acicnowledge such receipt to the Issuer in writing.
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. The Escrow Agent has created on its books six separate,
special trust funds and irrevocable escrows to be lcnown as the City of Foi-t Worth, Texas Generai
Purpose Bonds, Series 2018 Escrow Fund (the "2018 Escrow Fund"), City of Fort Worth, Texas
General Puipose Bonds, Series 2019 Escrow Fund (the "2019 Escrow Fund"), City of Fort Worth,
Texas General Purpose Refunding and Improvement Bonds, Series 2020 Escrow Fund (the "2020
Escrow Fund"), City of For�t Worth, Texas General Purpose Refunding and Improvement Bonds,
Series 2021 Esci•ow Fund (the "2021 Escrow Fund"), and City of Fort Worth, Texas Genei•al
Purpose Bonds, Series 2023 Escrow Fund (the "2023 Escrow Fund" and, together with the 2018
Escrow Fund, the 2019 Escrow Fund, the 2020 Escrow Fund and the 2021 Escrow Fund, the
"Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will irrevocably
deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in the
Report. 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 Agreement, and (c) are hereby irrevocably pledged to the
payment of the principal of and interest on the Defeased Obligations, which payment shall be made
by timely transfers of such amounts at such times as are provided for in Section 3.02 hereo£ When
the final transfers have been made for the payment of such principal of and interest on the Defeased
3
Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and
the Escrow Agent shall thereupon be discharged from any further duties hereunder.
Section 3.02. Payment of Pri.lcipal and Interest. The Escrow Agent is hereby irrevocably
instructed to transfer fi•om the cash balances from time to time on deposit in the Escrow Fund, the
ainounts required to pay the principal of the Defeased Obligations and interest thereon in the
amounts and on the date shown in the Report.
Section 3.03. Sufficiencv 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
balances 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 requii•ed to pay the interest
on the Defeased Obligations as such interest comes due and the principal of the Defeased.
Obligations as the Defeased Obligations mature, all as more fully set foi�th in the Report. 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 each place of payment (paying agent)
for the Defeased Obligations to malce 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 malce such payments. Notice of any such insufficiency shall be
given as promptly as practicable as hereinafter provided, but the Escrow Agent shall not in any
manner be responsible for any insufficiency of funds in the Escrow I'und or the Issuer's failure to
make additional deposits thereto.
Section 3.04. Ti-ust Fund. The Escrow Agent shall hold at all tiines the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund, wholly segregated fi•om 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 corruningled 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 Defeased Obligations; and
a special account thereof shall at all times be maintained on the boolcs of the Escrow A�ent. The
owners of the Defeased Obligations 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 Defeased Obligations. The amounts received �iy the Escrow
Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the
Escrow Agent shali 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 Escraw A.gent
under this Agreement shall not be subject to warrants, drafts or checics drawn by the Issuer or,
except to the extent expressly he1•ein provided, by the Paying Agent.
Section 3.05. Securitv 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 collateralized by securities or obligations which qualify and are
eligible under both the laws of the State of Texas and the laws of the United States of America,
having a marlcet value at least equal to such cash balances.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01. Dut�� of Escrow A�ent to Invest Funds. Except as provided in Sections 3.02,
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 malce substitutions of the Escrowed Securities, or to seil, transfer or
otherwise dispose of the Escrowed Securities.
Section 4.02. Substitutions and Reinvestments. At the direction of the Issuer, the Escrow
Agent shall reinvest cash balances representing receipts from the Escrowed Securities, make
substitutions of the Escrowed Securities or redeem the Escrowed Securities and i•einvest the
proceeds thereof in other Escrowed Securities or hold such proceeds as cash, together with other
moneys or securities held in the Escrow Fund, provided that the Issuer delivers to the Escrow
Agent the following:
(1) an opinion by an independent certified public accountant that after such
substitution or reinvestinent the principal amount of the securities in the Escrow Fund,
together with the interest thereon and other available moneys, will be sufficient to pay,
without further investment or reinvestment, as the same become due in accordance with
the Report, the principal of, interest on and premium, if any, on the Defeased Obligations
which have not previously been paid, and
(2) an unqualified opinion of nationally recognized municipal bond counsel to
the effect that (a) such substitution or reinvestment will not cause the Defeased Obligations
to be "arbitrage bonds" within the meaning of section 103 of the Code or the regulations
thereunder in effect on the date of such substitution or reinvestment, or• otherwise malce the
interest on the Defeased Obligations subject to federal income taxation, and (b) such
substitution or reinvestment complies with the Constitution and laws of the State of Texas
and with all relevant documents relating to the issuance of the Defeased Obligations.
The Escrow Agent shall have no responsibility or liability for loss or otherwise �vith respect
to investments made at the direction of the Issuer.
Section 4.03. Substitution for Escrowed Securities. Concurrently with the initial deposit
by the Issuer with the Escrow Agent, but not thereafter, the Issuer, at its option, may substitute
cash or non-interest bearing direct noncallable, non-prepayable obligations of the United States
Treasuiy (i.e., Treasury obligations which mature and are payabie 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) (the "Substitute Obligations") for non-interest bearing Escrowed Securities, if any,
but only if such Substitute Obligations
(a) are in an amount, and/or mature in an amount, which is equal to or greater than the
amount payable on the maturity date of the obligation listed in the Report fot• which
such Substitute Obligation is substituted,
(b) mature on or before the maturity date of the obligation listed in the Repor�t for which
such Substitute Obligation is substituted, and
(c) produce the amount necessaiy to pay the intez•est on and principal of the Defeased
Obligations, as set forth in the Report, as verified by a certiiied public accountant
or a firm of cei�tified public accountants.
If, concurrently with the initial deposit by the Issuer with the Escrow Agent, any such Substitute
Obligations are so substituted for any Escrowed Securities, the Issuer may, at any tirrie thereafter,
substitute for such Substitute Obligations the same Escrowed Securities for which such Substitute
Obligations originally were substituted.
Section 4.04. Arbitra�e. The Issuer hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or permit any pat�t of the money in the Escrow
Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquii•e
any securities or obligations if the exercise of such power or the acquisition of such securities or
obligations would cause any Defeased Obligations to be an "arbitrage bond" within the meaning
of the Code.
ARTICLE V
APPLICATION OF CASH BALANCES
Except as provided in Sections 3.01, 3.02, 4.02 and 4.03 hereof, no withdrawals, transfers,
or reinvestment shall be made of cash balances in the Escrow Fund.
ARTICLE VI
RECORDS AI�TD REPORTS
Section 6.01. Records. The Escrow Agent will iceep boolcs of record and account in which
complete and correct entries shaii 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 proceeds thereof, and such books shall be available for inspection at
reasonable hours and under reasonable conditions by the Issuer and the owners of the Defeased
Obligations.
Section 6.02. Reports. While this Agreement remains in effect, the Esci•ow Agent
annually shall prepare and send to the Issuer a written repoi-t summarizing all transactions relating
to the Escz•ow Fund during the preceding year, including, without limitation, credits to the Escrow
Fund as a result of inter•est payments on or maturities of the Escrowed Securities and transfers
from the Escrow Fund for payments on the Defeased Obligations or otherwise, togeiher with a
detailed statement of ali Escrowed Securities and the cash balance on deposit in the Escrow Fund
as of the end of such period.
ARTICLE VII
CONCERNING THE PAYINU AGENTS AND �SCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it is the duly
acting Paying Agent for the Defeased Obligations, it has a11 necessaiy power and authority to enter
into this Agreement and undertalce the obligations and responsibilities imposed upon it herein, and
that it will cariy out all of its obligations hereunder.
Section 7.02. Verifications of Statutoi�v Representations and Covenants. The Escrow
Agent malces the following representations and covenants pursuant to Chapters 2252, 2271, 2274,
and 2276, Texas Government Code, as amended (the "Government Code"), in entering into this
Agreement. As used in such verifications, "affiliate" means an entity that contr•ols, is controlled
by, or is under common control with the Escrow Agent within the meaning of SEC Rule 405, 17
C.F.R. § 230.405, and exists to make a proiit. Liability for breach of any such verification during
the term of this Agreement shall suivive until bari•ed by the applicable statute of limitations, and
shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding
anything in this Agreement to the contrary.
(a) Not a Sanctioned Company. The Escrow Agent represents that neither it nor
any of its parent company, wholly- or majority-owned subsidiaries, and other afiiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes the Escrow Agent and each of its parent company, wholly- or•
majority-owned subsidiaries, and other affiliates, if any, that the United States goverrmlent
has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
(b) No Bovcott of Isra�l. The Escrow Agent hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Agreement. As used in the
foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001,
Gover•nment Code.
(c) No Discrimination Against Firearm Entities. The Escrow Agent hereby
verifies that it and its parent company, wholiy- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing veriiication, "discriminate against a firearm entity or firearm trade
association" has the meaning provided in Section 2274.001(3), Government Code.
(d) No Bovcott of Energy Com ap nies. The Escrow Agent hereby verifies that
it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if
any, do not boycott energy companies and will not boycott energy companies during the
term of this Agreement. As used in the foregoing verification, "boycott energy companies"
has the meaning provided in Section 2276.001(1), Government Code.
Section 7.03. Limitation on Liabilitv. The liability of the Escrow Agent to transfer funds
for the payment of the principal of and interest on the Defeased Obligations shall be limited to the
proceeds of the Escrowed Secur•ities and the cash balances from time to time on deposit in the
Escrow Fund. Notwithstanding any provision contained herein to the contra�y, neither the Escrow
Agent noi• 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 obligois of the Escrowed Securities to malce
timely payment thereon, except for the obligation to notify the Issuer as promptly as practicable of
any such occurrence.
The recitals herein shail be talcen as the statements of the Issuer and shall not be considered
7
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 Defeased Obligations and is not responsible for
nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or
a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that the Escrow
Agent need loolc only to the terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufiiciency 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 pei•formance 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 talcen 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 an�� 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 sha11 have been through its
negligence or wiliful misconduct.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquiz•e into the happening or occurrence of any event or contingency or the
perforinance 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 shail be obligated, in making such determination, oniy to exercise
reasonable care and diligence, and in event of ei-�or in malcing such determination the Escrow
Agent shall be liable only for its owil willful misconduct or its negligence. In determining the
occurrence of any such event or contingency the Escrow Agent may request fi•om the Issuer or any
other persoil such reasonable additional evidence as the Escrow Agent in its discretion may deem
necessaiy to determine any fact relating to the occui7ence of such event or contingency, and in this
connection may malce inquiries of, and consult with, among others, the Issuer at any time.
The Escrow Agent inay conclusively rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties. The Escrow Agent lnay consult with counsel, and the
opinion of such counsel shali be full and complete authorization and protection in respect of any
action taken or suffered by it in good faith and in accordance therewith.
Section 7.04. Compensation. (a) Concurrently with the deposit of cash to the credit of the
Escrow Fund by the Issuer, the Issuer shall pay to the Escrow Agent, as a fee for performing the
services hereunder and for all expenses incuri•ed or to be incui7ed by the Escrow Agent in the
administration of this Agreement, and for all future paying agency services as Paying Agent for
certain of the Defeased Obligations, $ , the sufficiency of which is hef�eby acicnowledged by
the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinaiy
8
services hereunder, the Issuer hereby agrees to pay r•easonable fees to the Escrow Agent for such
extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow
Agent in performing such extraordinaiy se�vices, and the Escrow Agent hereby agrees to loolc only
to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent
hereby agrees that in no event shali it ever assert any ciaim or lien against the Escrow Fund for
any fees for its services, whether regular or extraordinaiy, as Escrow Agent, or in any other
capacity, or for reimbursement for any of its expenses.
(b) Upon receipt of the aforesaid speciiic sums stated in subsection (a) of this Section
7.04 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall
acicnowledge such receipt to the Issuer in writing.
Section 7.05. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unabie, through operation or law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be talcen under the control of any state
or federal cour-t or• administrative body because of insolvency or banluuptcy or foi• 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 Defeased Obiigations 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 Escrow Agent may appoint a successor or petition
any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other
appropriate relief. Such coui-t 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, authorized under Texas law to act as an escrow agent, having its principal office and
place of business in the State of Texas, having a combined capital and surplus of at least
$50,000,000 and subject to the supervision or examination by Federai or State authority.
Any successor Escrow Agent shall execute, acicnowledge 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 Escr•ow Agent hereunder. Upon the
request of any such successor Escrow Agent, the Issuer shall execute any and all instiuments in
writing for more fully and cei�tainly vesting in and coniirming to such successor Escrow Agent all
such rights, power•s and duties.
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the trust hereby created by giving not less than sixty (60) days' written notice to the Issuer
and publishing notice thereof, specifying the date when such resignation will talce effect, in a
newspaper printed in the Engiish language and with general eirculation in New Yorlc, New Yorlc,
such publication to be made once at least three (3) weelcs prior to the date when the resignation is
to talce effect. No such resignation shall talce effect unless a successor Escrow Agent shall have
been appointed by the owners of the Defeased Obligations or by the Issuer as herein provided and
0
such successor Escrow Agent shail be a paying agent for the Defeased Obligatious and shall have
accepted such appointment, in which event such resignation shall talce effect immediately upon
the appointment and acceptance of a successor Escrow Agent. If the sixty (60) day notice period
expires and no successor has been appointed, the Escrow Agent, at the expense of the Issuer, has
the right to petition a court of competent jurisdiction to appoint a successor under this Agreement.
Under any circumstances, the Escrow Agent shall pay over to its successor Escrow Agent
proportionai parts of the Escrow Agent's fee anci, if applicable, its Paying A.gent's fee hereunder.
Section 7.06. Indemnity. To the extent permitted by law, the Issuer agrees to indeinnify
and save harmless the Escrow Agent from all losses, liabilities, Gosts and eYpenses, including
reasonable attorney's fees and expenses, which may be incurr•ed by the Escrow Agent as a result
of its acceptance of the Escrow Tund or arising from the performance of its duties hereunder,
unless such losses, liabilities, costs and expenses have resulted from ihe bad faith or negligence of
the Escrow Agent, and such indemnification shall survive the resignation by or removal of the
Escrow Agent, or the terinination of this Agreement.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice, authorization, request, or demand r�equired or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed
by registered or certiiied mail, postage prepaid addressed to the Issuer or the Escrow Agent at the
address shown on Exhibit "A" attached hereto. The United �tates Post Office registered or
certified mail receipt showing deliveiy 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 Iess than ten (10) days prior notice thereof. Prior written notice
of any amendment to this Agreement contemplated pursuant to Section 8.08 ai7d immediate written
notice of any incidence of a severance pursuant to Section 8.04 shall be sent to Moody's Investors
Service, Attn: Public Finance Rating Deslc/Defeased Obiigations, 99 Church Street, New Yorlc,
New York 10007; Standard & Poor's Corporation, Attn: Municipal Bond Department, 25
Broadway, New York, New Yorlc 10004; and Fitch Ratings, Attn: Municipal Sh�uctured Finance,
One State Street Plaza, New York, New York 10004.
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 Defeased Obligations or to any other
person or persons in connection with this Agreement.
Section 8.03. Binding A�reement. This Agreement shali be binding upon the Issuer and
the Escrow Agent and their respective successors and legal representatives, and shall intue solely
to the benefit of the owner•s of the Defeased Obligations, the Issuer, the Escraw Agent and their
respective successors and legal representatives.
Section 8.04. Severabilitv. 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 oz• unenforceability shall not affect any other provisions of this t�greemeizt,
but this Agreement shall be constilied as if such invalid or illegal or unenforceable provision had
10
never been contained herein.
Section 8.05. Texas Law Gover•ns. This Agreement shall be governed exclusively by t11e
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 A�reement. This Agreement shall be effective upon receipt
by the Escrow Agent of the funds described in the Report and the Escrowed Securities, together
with the specific sums stated in subsection (a) of Section 7.04 for Escrow Agent and paying agency
fees, expenses, and services.
Section 8.08. Amendments. This Agreement shail 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 ainendment shall adversely
affect the rights of the holders of the Defeased Obligations.
Section 8.09. Counter�arts. This Agreement may be executed in any riumber of
counterparts and by different paY-ties hereto on separate counteiparts, each of which counterparts,
when so e�ecuted and delivered, shall be deemed to be an original and all of which caunterparts,
taken togethe�•, shall constitute one and the same Agreement. The delivety of copies of this
Agreeinent as executed by Adobe Acrobat PDF or similar eiectronic form of execution, or by
electronic reproduction of a manual signature transmitted via electronic inail or facsimile, shail
constitute effective execution and delivery as to the parties and may be used in lieu of originals for
all puiposes.
[EXECUTION PAGES FOLLOW]
�
EXECUTED as of the date first written above.
CITY OF FORT WORTH, TEXAS
:
ATTEST:
City Secretary
City Manager
(CITY SEAL)
Signattn�e Page—Escroi�v Ag�•eei�2en1
BOKF, NA, Escrow Agent
:
Title:
Signatu��e Page — Escroiv Ag��eemeizt
INDEX TO EXHIBITS
Exhibit "A" Addresses of the Issuer and the Escrow Agent
Exhibit "B" Verification Report of Robert Thomas CPA, LLC
ADDRESSES OF THE ISSUER
AND ESCROW AGENT
ISSUER
City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Attention: City Manager
ESCROW AGENT
BOKF, NA
5956 Sherry Lane, Suite 1201
Dailas, Texas 75225
Attention: Financial Services
.
� •_•_ _
VERIFICATION REPORT OF
ROBERT THOMAS CPA LLC
THE STATE OF TEXAS
COUNTIES OF TARRANT, DENTON, WISE, PARKER AND JOHNSON
CITY OF FORT WORTH
I, Jannette S. Goodall, City Secretaiy of the City of Fort Worth, in the State of Texas, do
hei�eby certify that I have coinpared the attached and foregoing exceipt fi�om the minutes of the
regular, open, public meeting of the City Coimcil of the City of Fort Worth, Texas held on
June 9, 2026, and the Resolution Authorizing Redemption and Defeasance of Obligations, 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 resolution.
In testimony whereof, I have set my hand and have hereunto affixed the seal of said City
of Fort Worth, this � day of June, 2026.
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Ci Secretaiy of the
C of Fort Worth, Texas