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HomeMy WebLinkAboutResolution 963 /-`17'�� RESC LL IION FILE N RESOLUTION NO. 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, the City has outstanding its water and sewer revenue bonds in the aggregate principal amount of $58 ,080 ,000 (hereinafter referred to as the "Refunded Obligations") ; and 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 the Refunded Obliga- tions and to place the proceeds from the sale of such refunding bonds, together with other funds lawfully avail- able therefor, in escrow to be held and- applied to the payment of the Underlying Bonds; 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 1984 (the "Series 1984 Bonds") , provides that the City will concurrently with the delivery of the Series 1984. Bonds to the purchasers thereof deposit the proceeds from the sale of the Bonds into a special escrow fund to be held in accord- ance with a special escrow agreement; and WHEREAS, the Underlying Bonds, with the exception of Series 111 , 112, 113 and 114 (the "Redeemable Refunded Obligations") , shall mature in accordance with their scheduled maturities specified in the respective ordinances authorizing their issuance; and WHEREAS, such special escrow agreement provides for payment from funds in the escrow fund of all of the interest coming due on the Refunded Obligations and, with the exception of bonds of Series 112 and 113 maturing after March 1 , 1991 , and of Series 111 and 114 maturing after September 1 , 2003 , payment of the principal as the same matures, and with respect to such Series 111 , 112, 113 and 114 , the principal thereof maturing in the years as aforesaid, on redemption prior to maturity; and 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, provides that when the initial deposit of securities (and any unin- vested money) is made with Manufacturers Hanover Trust Company (the "Escrow Agent") , such deposit shall constitute the making of firm banking and financial arrangements for 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 Mayor of the City is hereby authorized and directed to execute, the City Secretary is authorized 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: ESCROW AGREEMENT City of Fort Worth, Texas Water and Sewer System Revenue Bonds THIS ESCROW AGREEMENT, dated as of February 1 , 1984 (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") , a duly organized and existing Home Rule City, and Manufac- turers Hanover Trust Company as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent") , a banking corporation organized under the laws of the State of New York. W I T N E S S E T H: WHEREAS , the Issuer has heretofore issued and there presently remain outstanding the following obligations (the "Refunded Obligations") : AGGREGATE AGGREGATE SERIES PRINCIPAL SERIES PRINCIPAL NUMBER DATED AMOUNT NUMBER DATED AMOUNT 86 3-1-59 $ 30 ,000 109 3-1-71 $ 3 ,965 ,000 90 3-1-59 90 ,000 109 3-1-72 - 3 ,570 ,000 90 3-1-60 150 ,000 109 3-1-74 1 ,590 ,000 90 3-1-61 195 ,000 109 3-1-76 2 ,620 ,000 90 9-1-62 240 ,000 110 3-1-77 3,040,000 90 3-1-64 475 ,000 111 7-1-79 6 ,050 ,000 90 3-1-65 665 ,000 112 6-1-81 9,600,000 109 3-1-67 360 ,000 113 4-1-82 10 ,000 ,000 109 3-1-70 1 ,440,000 114 6-1-83 14 000 000 TOTAL 58 ,080,000 WHEREAS, the Refunded Obligations were issued pursuant to ordinances which provide that the Refunded Obligations shall mature in such years, be redeemable prior to stated maturities , bear interest at such rates and have debt service at the times and in the amounts set forth in Exhibit A attached hereto and made a part hereof; and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption 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, Article 717k, Vernon ' s Texas Civil Statutes , 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 one of the places of payment (paying agent) for the Refunded Obliga- tions, and such deposit, if made before such payment dates , 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 paying agent or trustee for the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trustee may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America , and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations; and WHEREAS, the Manufacturers Hanover Trust Company is the paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article 717k; and WHEREAS, concurrently herewith the Issuer has adopted an ordinance (the "Ordinance") authorizing the issuance of and sale of City of Fort Worth, Texas Water and Sewer System Revenue Refunding Bonds, Series 1984 (the "Refunding Bonds" ) for the purpose, among others, of providing amounts suffi- cient to provide for the payment of the principal of the Refunded Obligations at their respective maturity or redemption dates and interest thereon to such dates; and WHEREAS, the Refunded. Bonds being called for redemption prior to stated maturity have been duly called for redemp- tion on the dates specified for payment on Exhibit A; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, the proceeds of the Refunding Bonds 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 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 cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obliga- tions as it accrues and becomes payable and the principal of the Refunded Obligations to their maturity or redemption dates; and �. WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations , the Issuer, and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: . ARTICLE I DEFINITIONS AND 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: -2- "Code" means the Internal Revenue Code of 1954 , as amended, and the rules and regulations thereunder. "Escrow Agent" means Manufacturers Hanover Trust Company and its successors as Escrow Agent under this Agreement. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the noncallable United States Treasury obligations described in Exhibit B attached to this Agreement. "Issuer" means the City of Fort Worth, Texas. "Paying Agent" means Manufacturers Hanover Trust Company. "Refunded Obligations" means the Issuer' s obligations more fully described in the first recital beginning on page l of this Agreement. "Refunding Bonds" means the Issuer' s Water and Sewer System Revenue Refunding Bonds, Series 1984 Section 1 .02. Interpretations. The titles and head- ings of the articles and sections of this Agreement have been inserted for convenience and reference -only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law. ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Section 2. 01 . Deposits in the Escrow Fund. The Issuer has deposited, or caused to be deposited, in the Escrow Fund the funds and Escrowed Securities described in Exhibit "B" attached to this Agreement. 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 Bonds Escrow Fund (the "Escrow Fund") . The Escrow Agent hereby acknowledges that there has been deposited to the credit of the Escrow Fund the beginning cash balance and the Escrowed Securities as described in Section 2 . 01 . The Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund 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 -3- then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3 . 02 . Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund to its coupon paying department, the amounts required to pay the principal of the Refunded Obligations at their respective maturity or redemption dates and interest thereon to such dates in the amounts and at the times shown in Exhibit A attached hereto. 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 the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations, all as more fully set forth in Exhibit C 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 to make the payments set forth in Section 3 .02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, 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 in- sufficiency 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 holders of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded 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 were entitled as holders 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 constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying. Agent. ARTICLE IV LIMITATION ON INVESTMENTS Section 4. 01 . Except for the initial investment of the proceeds of the Refunding Bonds in the Escrow Securities, and the reinvestment of certain cash balances as described in Section 4 . 02 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held here- under; or to make substitutions of the Escrowed Securities; - -4- or to sell transfer or otherwise dispose of the Escrowed Securities. Section 4 .02 . Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. (a) Except as provided in paragraph (b) of this Section , money deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Exhibit B hereto and neither the Issuer nor the Escrow Agent shall otherwise invest or reinvest any money in the Escrow Fund. (b) In addition to the Escrow Securities listed in Schedule B hereto, the Escrow Agent shall reinvest cash balances shown in Exhibit D attached hereto in six (6) month zero (0) interest rate United States Treasury Certificates of Indebtedness - State and Local Government Series to the extent such Certificates of Indebtedness 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 Certificates of Indebtedness, Notes, and Bonds - State and Local Government Series. To the extent six (6) month zero (0) interest rate United States Treasury Certificates of Indebtedness - State and Local Government Series are not available from the Department of the Treasury and no subsequent direction has been furnished by the Issuer, the cash balances shown in Exhibit D hereto shall remain uninvested. Section 4 . 03 . Allocation of Certain Escrcw Securities. Except as provided in this Section 4 . 03, the maturing principal of and interest on the Escrow 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 Escrow Securities is required. The maturing principal of and interest on the Escrow Securities listed on Exhibit E hereto shall be allocated and applied only to pay the Refunded Obligations listed on Exhibit E hereto. 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 reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6 .01 . Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements , allocations and application of the money and Escrowed Securities deposited to 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 holders of the Refunded Obligations. Section 6 .02 . Reports. For the period beginning on the date hereof and ending on , 1985 , and for each twelve (12) month period thereafter while this Agreement remains in effect, the Escrow Agent shall prepare and send to the Issuer within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, -5- 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 . Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither 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. Manufacturers Hanover Trust Company is not a party to the ordinances authorizing the Refunding Bonds or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof (except as paying agent) . In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the 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 -6- Escrow Agent' s sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accor- dance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated , in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contin- gency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7 .03 . Compensation. The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder, for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement the sum of $35 ,000 , the receipt and sufficiency of which are hereby acknowledged by the Escrow Agent. In -� addition, the Issuer has caused to be paid to the Escrow Agent the sum of $40 ,000 , the receipt and sufficiency of which are hereby acknowledged, as a fee for performing its paying agency services in connection with the Refunded Obligations. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in' ' performing such extraordinary services, including counsel fees, 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 ex- penses. Section 7 . 04 . _Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bank- ruptcy or for any other reason, a vacancy shall forthwith .exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate resolution or ordinance, shall promptly 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 holders 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 holders 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 holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation or banking association organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of -7- Texas, having a combined capital and surplus of at least $5,000 ,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agree- ment, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirm- ing to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its succes- sor Escrow Agent a proportional part of the Escrow Agent ' s fee hereunder. ARTICLE VIII MISCELLANEOUS -�. Section 8 .01 . Notice. Any notice, authorization, request, or demand required or permitted to be given here- under shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows: To the Escrow Agent: Manufacturers Hanover Trust Company 600 Fifth Avenue 10th Floor New York, New York 10020 Attention: Corporate Trust Department To the Issuer: City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: City Manager 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 obliga- tions or responsibilities hereunder to the Issuer, the holders 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 respective successors and legal representatives, and shall inure solely to the benefit of the holders of the Refunded Obligations , the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8. 04. Severabilit ' In case any one or more of the provisions contai.nedin this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or -8- illegal or unenforceable provision had never been contained a� herein. Section 8 .05. Texas Law Gcverns. 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. EXECUTED as of the date first written above. CITY OF FORT WORTH, TEXAS By Mayor ATTEST: City Secretary APPROVED AS TO FORM AND LEGALITY: City Attorney MANUFACTURERS HANOVER TRUST COMPANY By Vice President & Trust Officer ATTEST: Title: (SEAL) -9- 3. That the Mayor of the City is hereby authorized and directed to cause to be published, in the manner required by the ordinances authorizing the issuance of the Redeemable Refunded Obligations, a notice of redemption, 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 17th day of January, 1984. Mayor ATTEST: .'4w City SecIretary - A PROVED AS TO FORM D LEGALITY: Y City Attorney (SEAL) NOTICE OF REDEMPTION CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM REVENUE BONDS, SERIES 111 , 112 , 113 AND 114 NOTICE IS HEREBY GIVEN that the City of Fort Worth, Texas has called for redemption on the dates shown below the outstanding Bonds of the City described as follows: City of Fort Worth, Texas Water and Sewer System Revenue Bonds , Series 111 , dated July 1 , 1979 , Bond numbers 1206 through 1300, both inclusive, aggregating $475 ,000; redemption date: SEPTEMBER 1 , 2003 City of Fort Worth, Texas Water and Sewer System Revenue Bonds , Series 112 , dated June 1 , 1981 , Bond numbers 901 through 2000 , both inclusive, aggregating $5 ,500 ,000; redemption date: MARCH 1 , 1991 City of Fort Worth, Texas Water and Sewer System Revenue Bonds , Series 113 , dated April 1 , 1982 , Bond numbers 781 through 2000 , both inclusive, aggregating $6 , 100 ,000; redemption date: MARCH 1 , 1991 City of Fort Worth, Texas Water and Sewer System Revenue Bonds , Series 114 , dated June 1 , 1983 , Bond numbers 2521 through 2800 , both inclusive, aggregating $1 ,400 ,000; redemption date: SEPTEMBER 1 , 2003 NOTICE IS FURTHER GIVEN that due and proper arrange- ments have been made for providing Manufacturers Hanover Trust Company, New York, Nlew York, the place of payment of said Bonds called for redemption, with funds sufficient to pay the principal amount of said Bonds and the interest thereon to the redemption date. In the event said Bonds, or any of them, are not presented for payment by the date fixed for their redemption, they shall not thereafter bear interest. THIS NOTICE is issued and given pursuant to the redemp- tion provisions set forth in the ordinances authorizing the issuance of said Bonds , in accordance with the recitals and provisions of each of said Bonds and pursuant to authority of a Resolution passed by the City Council of the City of Fort Worth on the 17th day of January, 1984 . WITNESS MY OFFICIAL SIGNATURE, this the 17th day of January, 1984 . /s/ Bob Bolen Mayor, City of Fort Worth, Texas