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HomeMy WebLinkAbout18835 ORD - 05/16/19852) THE STATE OF TEXAS COuNTY OF NUECES • cITY OF CORPUS CHRISTI : On this the 1609, day of May, 1985, the City Council of the City of Corpus Christi, Texas convened in Special Meeting, with the following members of said Council present, to -wit. Luther Jones, Mayor, Dr. Jack Best, Mayor Pro -Tem, Frank Mendez, David Berlanga, Sr., LeO Guerrero, Linda Strong, Councilmembers, Joe McComb, Bill Pruet, Mary Pat Slavik, 000000 1, Martin, City Manager, J. Bruce Aycock, City Attorney, Juan Garza, ,,•-• 600e0000 00 Finance, Armando Chapa, City Secretary, with the following absent: Ness constituting a quorum, at which time the following among other business was transacted: City 0000500 000,00 Martin presented for the consideration of the 0000001 00 ordinance. The ordinance was read by the City Secretary. The Mayor presented to the Council a communica- tion 10 0011005 pertaining to said proposed ordinance, as follows: T"as .TO THE CITY COUNCIL Corpus Christi, Texas Gentlemen: .The public importance and pressing need for the issuance of refunding bonds for refunding of the City's Waterworks Revenue Bonds to facilitate further finanCIng for permanent improvements creates an emergency and an impera- =gtt'ic 00 00 11 1X Ifi9 ":!0 10g trlIng00 80000 ne7cO'010 du19 e0 000 voted 41,7artsh'ge rsegulr meetxngs7Irtherefe,'regue:t that the City Counci1 pass the proposed ordinance authoriz- ing an escrow agreement between the City 05 Corp. Christi and MBank Corpus Christi, N.A. as an emergency measure. You will pleas, consider thisnreques% in connectionyThg4 Co=11 on =taut= t " "t P" 'Yours very truly, /9/9.00090 Jones Mayor. 18&35 MICROFILMED Conncslmember Le° nuurre,, moved that the Charter provIsion prohibiting ordinances from bey, passed flnally on the date Introduced be suspended for the reasons stated in the written request of the Mayor and stated In the emer- gency clause of the ordinance. The motion was seconded by Courbnernberr,kMrsrz The motion was carried by an unanimous vote by the City Council, vss.: AYES: All present voted Aye. NAYS. None. Counollmember till Prust moved that the 0001- nance be passed finally. The motion was seconded by Coun- cilmember Nary Pat Slav, . The motIon was carrsed by the follows, vote. AYES All present voted Aye. NAYS: None. The Mayor announced that the ordinance had been passed. The ordinance Is as follows: ORDINANCE AUTHORISING AN ESCROW AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND MBANR CORPUS CHRISTI, N.A., AS ESCROW AGENT, AND OTHER MATTERS PERTAINING THERETO E STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI . WHEREAS, the City has outstanding its waterworks revenue bonds in the aggregate principal amount of $31,530,000 (hereinafter referred to as the "Refunded Obligations"); and WHEREAS, it 1s the desire of the City and the City is authorized by Article 7131, 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 o£ such refunding bonds, together with other funds lawfully avail- able therefor, an escrow to be held and applied to the payment of the Refunded Obligations; and WHEREAS, the City by passage of an ordinance con- currently herewith, authorizing the issuance of the City's Waterworks System Revenue Refunding Bonds, Series 1985 (the "Series 1985 Bonds"), provides that the City will concur- rently with the delivery of the Series 1985 Bonds to the purchasers thereof deposit the proceeds from the sale of the Bonds into a special escrow fund to be held in accordance with a special escrow agreement; and WHEREAS, the Refunded Obligations, with the exception of a porton of the Serres 1981 Bonds (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 Fefunded Obligations and the principal thereof as it matures, provided that such bonds maturing on July 10 in each of the years 1992 through 2000 and $550,000 in principal amount of bonds maturing in 2001, payment of the principal thereof shall be made On July 10, 1991, pursuant to call for 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 bock -entry form) of the United States of America, which must have interest payable and maturities of principal 10 00000 to insure the existence of monies, together with other funds lawfully available therefor, sufficient to pay the principal of, and Interest on the Refunded Obligations 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 Refunded Obliga- tions 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 MBank Corpus Christi, N.A., Corpus Christi, Texas (the "Escrow Agent"), such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemp- tion of the obligations being refunded, and although such obligations being refunded shall continue to be obligations of the Issuer, automatically they shall become oblsgations 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 redemp- tion, 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: NOW, THEREFORE, BE IT OROA/NED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 1 That the City Manager of the City is hereby author- ized and directed to execute, the City Secretary is author- ized to attest, and the City Attorney 10 authorized to approve as to form and correctness, on behalf of the City, the City of Corpus Christi, Texas Waterworks 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 Refunded Obligations. 2. That the form of such Escrow Agreement which constitutes a part of this authorizing ordinance shall be substantially as follows, to -wit: 5/3/85 ESCROW AGREEMENT oty of Corpus Christi, Texas Junior Loen Waterworks Revenue Bonds, series 1975, dated October 10, 1975, aggregating 53,000,000 in prrnclpal amount, maturing in the years 1955 through 1990, City of Corpus Christi, Texas Junior Lien Waterworks Revenue Bonds, Serves 1977, dated January 10, 1977, aggregating 94,180,000 on principal amount, maturing 1n te years 1985 through 1990; City of Corpus Christi, Texas First Lien Waterworks System Revenue Bonds, Series 1981, dated July 10, 1981, aggregating 834,350,000 1n principal amount, maturing on the years 1985 through... THIS ESCROW AGREEMENT, dated as of 1985 (herein, together with any amendments or Supplements hereto, called the "Agreement") 1s entered into by and between City o£ Corpus Christi, Texas (hereon called the "Issuer") and hank Corpus Christi, N. A Corpus Chrlato, Texas, as escrow agent (herein, together with any succ o on such capacity, called the Escrow Agent") The addresses of the Issuer and the Escrow Agent are shown on Exhibit "5 attached hereto WITNESSE TR WHEREAS, the Issuer has heretofore issued and there presently remain outstanding the obligations described Exhibit B attached hereto (the Refunded Obligations")n and WHEREAS, the Refunded Obligations have debt nervosa payments (includong any redemption of the Refunded Oblige- s prior tomaturity) at the tomes and in the amounts set forth in Exhobit"C attached hereto and made a part hereof, and WHEREAS, when firm banking arrangements have been made for the payment of the principalof, premium, if any, and interest on the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding provided for the for such r ca £ ose o£ receiving payment fromfunds rpose, and WHEREAS, the Issuer has authorized the issuance, Bale and delivery of City of Corpus Christi, Texas Waterworks System Revenue Refunding Bonds, Series 1955 (the "Refunding Obligations") for the purpose,0ong others, o£ oviding amounts o su£ficvent t provide for the payment of the principal of, premium, of any, and interest on the Refunded Obligations, and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof,certain proceeds of the Refunding Obligations together with certain other available funds of the Issuer (if any), shall be applied to pucchaSe certain direct obligations of the United States of America described i Exhibit ached hereto (the "Escrowed Sec urities") for t deposit to e credit of the Escrow and described in Section 3.01 of this Agreement and created pursuant to the terms of this Agreement (the "Escrow Fund") and to establish a beginning cash balance (if needed) in the Eacrow Fund; and wSo to , t wed Securities shall mature and the interest thereonshallpoolobe payable which c togetheri and ditn cash such amounts so as to provide moneys balances from time to timeondeposit in the Escrow Fund, will be sufficient to pay the principal of, premium, if any, and interest on the Refunded Obligations; and WHEREAS, facilitate the receipt and transfer of proceeds of the Escrowed the Issuerdesiresto Securities, particularly e Escrow ose in Funk entry form, stablishh Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent vs also a party to this Agreement as the paying agent (the "Paying Agent") for 000 ts Refunded and provisions 000013 Agreemdgeent ti in such acceptance and terms ed greemen a^ WHEREAS, each, the State Treasurer of the 1of HAustin, Texas, MBank Dallas, Dallas, Texas,The ChaseManhattan Bank, N.A., New York,, New York and Harris Trust and Savings Bank, Chicago, Illinois, paying agents for various Refunded Obligations, have consented to the creation of the Escrow Fund with the Escrow Agent, have consented to the management thereof by the Escrow Agent,d have agreed with the Paying Agent (the Escrow Agent) named herein as to the sufficiency of its compensation which is included inthe payment agreed herein to be made to the Paying Agent; EREFORE,a d agreements consideration hereinthe contained, mutual under- takings, promises n x em nts are the sufficiency f which hereby e ise acknowledged, and toisc 1£ the full and timely payment of the principal of, prem any, and 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: 2 ARTICLE I INTERPRETATIONS Section 1.01. Interpretations. The titles and head- ings of the articles and sections of this Agreement have been inserted for c of reference only and a not to be n 1e considered a part hereof and shall not In any way modify or restrict the terms hereof. This Agreement and all of theterms 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 "D" attached to this Agreement ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. 000000 Fund. The Escrow Agent has created s on its books the Escrow Fund a special trust fund andirrevocable cable a andto be 00000 as the city of Corpus Christi, v Texas Waterworks Revenue Bonds Escrow Fund. The r60000 Agent hereby acknowledges that there has been depos- ited to the credit o£ the and the funds and the Escrowed Securities described Escrow Fund 2.01 hereof. Such deposit, all proceeds therefrom and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, Ib) shall be applied only In strict con- formity with the terms and conditions of this Agreement, and lc) are hereby irrevocably cably pledged to the payment of the principal of, premium,if a y, 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, premium, if any, and interest on the Refunded Obligations, any balance then remaining is the E and hall be transferred to the Issuer, andthe ESCLOW 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 the Paying Agent, the am unto required to pay then al of, premium 1f any, and interest o the Refunded Obligations on the dates and in the amounts shown In Exhibit 01" attached hereto Section 3 03 Su£fac£ency of Escrow Fund. The Issuer represents that the successave ceopts of the principal of and interest on the Escrowed Securities wall assure re that the ash balances on deposal from tame to time inthe Escrow Fund will be at all times sufficient to provide moneys for transfer t0 the Paying Agent at the times and in the amounts required to pay the principal of, premium, of any, and n the Refunded Oblagatl0ns, all e e fully set forths t an Exhibit "0" attached hereto I£,forany reason, r et any tame, the cash balances on deposit o scheduled to be In n deposit n the Escrow Fund shall be insufficient to transfer theamounts required by the Paying Agent to make the payments setforth in Section 3.02 hereof, the Issuer shall tamely deposit into the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments Notice of any such ansuffacaency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any mariner be responoiible for ane Snsuffacoency of funds the Escrow fund the Issuer's failure to make additional deposits thereto. n 3 04 Trust Fund The Escrow Agent shall hold et ell dimes the Esw Fund, the Escrowed Securities end all other a of the Escrow Fund, wholly segregated from all other funds andsecuratles n deposit with the Escrow S or Agent, it ssetsall never f the EaclwFund w the Escrowed commingled sany oother funds o cunties of the Escrow Agith t, and it shall hold and dispose of the assets of the Escrow Fund only as t forth hereon The Escrowed Securotoes end other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefot of the owner of the c Refunded Obligations, and a apecoal account thereof shell at all tomes be maintained on the books of the Escrow Agent The owners of the Refunded Obligations shall be atoiled to the same preferred claim and first lien upon the Securities, the proceeds thereof and all other assets of the Escrow Fund to whack they are entitled as owners of the Refunded Oblogatlons. Thes received by the Escrow Agent under this Agreement shallnot be considered as a banking deposit by the Issuer, and the Escrow Agent shell have no right Or title with respect thereto except e a nstructave trustee and Escrow Agent under the terms of this Agreement The am unts r ceived by the Escrow Agent under this Agreement shall not be subject to waants, drafts o checks drawn by the Issuer o except to the extent expresslyhereinprovided, by the Paying Agent 4 Section 3.05. Security for Cash Balances. Cash balan[¢ s from time to time on deposit in the Escrow Fund shall,to theextent not insured red by the Federal Deposit Insurance Corporation or itssuccessor, bacontinuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having at all times a market value at least equal to such cash balances ARTICLE IV LIMITATION ON INVESTMENTS Section 4 01. Except for the initial investment of the proceeds of the Refunding Obligations in the Escrowed Securities,ash described inaSe do 4r02ehereof, Othee EscrowCAgentashall anot a have any power or duty to invest or eine t any money held hereunder; or to make substitutions of the Escrowed Securi- ties,to sell, transfer or otherwise dispose of the Escrowed Securities Section 4 O of Certain Cash Balances in Escrow by Escrow Agent. (a) en Except as provided in para- graph (b) of this Section,0ney deposited 1n the 00 Fund shall be Invested Only in the Escrowed Securities listed in Exhibit "0" hereto and neither the Issuer nor the Escrow Agent shall otherwise invest or reinvest any money in the Escrow Fund (b) In addition t0 the Escrowed Securities listed in Exhibit "D" hereto, the Escrow Agent shall reinvest c sh balances shown In Exhibit "F" attached hereto in zero (0) interest rate United States Treasury obligations - and Local Government Series to the extent such obligations are available from the Department of the Treasury All such reinvestments shall be made only from the portion of cash balances derived from the maturing principal of and interest CertifEscrowed Securities that are United StatesTreasury icates of Indebtedness, Notes, or Benda State an Local Government Series Alls uch reinvestments shall be acquired on and shall mature onthe dateshown on Exhibit "F" attached hereto To the extent that zero (0) interest rate United States Treasury Obligations - State and Local Government Series are not available from the Department of the Treasury and no subsequent direction has been furnished by the balances shown 1n Exhibit "F" hereto shall remain uninvested Section 4 03. Allocation of Certain Escrowed Securi- ties Except as provided in this Section, the maturing principal of and interest on the Escrowed Securities may be applied to the payment a£ any Refunded Obligations and n allocation or segregationof the receipts of principal or 5 interest from such Escrowed S00001aes 1s required The maturing princapal of and antest on the Escrowed Secura- s lasted 1n Exhibit "0" hereto shall be allocated and applied only to pay the Refunded Obligations listed on Exhibit "G" hereto Section 4 04 Arbitrage The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunderor permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securitaes or obligation of the exe e of such power o the acquisltaon of such securataes coroblagat£ons would cause any Refunding Obligations or Refunded Obligations to be an arbitrage bond" within the meaning of Section 103(c) o£ the Internal Revenue Cede of 1954, as amended ARTICLE V APPLICATION OF CASE BALANCES • tn 5 01 In General Except provided in Sectlons and 4 02 hereof, no withdrawals, transfers, o stments shall be made of cash balances In the Escrow Fund. ARTICLE VI RECORDS ANO REPORTS Section 6 01 Records The Escrow Agent will keep books of r ord and account in which complete and correct entraes shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposaled to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable onditions by the Issuer and the owners of the Refunded Obligations n 6 02. Reports Whale this Agreement remains in effect• ,O the Escrow Agent shall annually prepare and send to the Issuer aw rattan report summarising all transactions relating to theEscrow Fund 200000 thepreceding Eecdl euyear, including, without 100105010n, cre to ux 5000tves Fu as a result of phe Escrowed Securaties and teePts on or £ers from the E Fund for payments 1on the001od Refunded Obligations or S our1s1, together with a detailed statement of all Escrowed Securitaeaand the ash balances on depoeat in the Escrow Fund as of the end of such period. 6 ARTICLE VII CONCERNING THE PAYING AGENT AND ESCROW AGENT tion '! 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, an that itwIll carryout all o£ 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, premium, if any, 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, either the Escrow Agent =t 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 t Securities s, a make timely payment thereon, cep= the obligation to notify the Issuer promptlyof any such occurThc erecitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent The Escrow Agent is not a party to the resolutions authorizing the Refunding Obligations f0rn rrbo bound pyefunded Obligations and is not responsibleo Agent ano gentthe /Registrar) In itthereof se%cap city ast as ying EscroAgent, or Fit iia agreed that the scrow A need look only to the terms and provisions of thisAgreement. s as Theo d tionsornt makes no suff sufficiency ofptheaEscrow^Fund, tcr o any pvalue,c n r o the title of the Issuer thereto, any as to E tithe f security or as to thereby or hereby, and the Escrow Agentshallnot incur any liability or responsibility in respect to any of such matters It 1s the intention of the y parts heretoo use or that its otherwise the own funds or Esc ow Agent 1 ever personal fin ncial liability in theperformance of incur any ofs a 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 reasonable care d believed by it to be within thediscretionor power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the 7 consequences of any error of judgment, and the Escrow Agent shall not be answerable except for its own action, neglect z default, nor for any loss unless the s e 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 occurrenceo£ any event or contingency or the performance or failure of performance o£ the Issuer with aspect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunderbeing to safeguard the Escrow Fund, and to dispose of and deliver the same an accordance with this Agreement If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence o£ any event or contingency, the Escrow Agent shall be obligated, in making such determina- tion, only to exercise reasonable c and diligence, and a n ant of error 1 makingsuch determination the Escrow Agent shall be liable only for its own misconduct or its negli- gence In determining the o of any such event o contingency the Escrow A may request from he I o any other person such reasonable additional evidence as Issuer Esc Agent its discretion may deem necessary to a determine any fact relating to the o of such event or ta ncy, and in this c may make inquiries of, and consult with, among others, the Issuer at any time. Section 7 03nu atlon (a) The Issuer has caused to be paid to the Escrow Agent, a a fee for performing the services hereunder and for all expenses v red or to be Incurred by the Escrow Agent an the administration of this Agreement, the sum of $ the receipt and sufficiency of which are hereby acknowledged by the Escrow Agent In the event that the Escrow Agent as requested to perform any extraordinary services hereunder, the Iesuer hereby agrees orpay ary eicdsootheEscrow Agent fo h t a- dina rves andtrburae the Esc 11 expenses incurred by the Escrow Agent Snr Agentforperforming such extraordinary s services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses The Escrow Agent hereby agrees that in noevent shall it everassert any claim o 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 o£ its ex- penses. (b) The Issuer has pard to the Paying Agent the sum of $ , the receipt and sufficiency of which a e hereby acknowledged by the Paying Agent for all future Palm'. agency services by it and by the other paying agents name in the Rea funded Obligations 8 (c) The Paying Agent represents that it has made arrangements with the other paying agents named in the Refunded Obligations as set forth in the recitals hereof for future paying agency services forthe Refunded Obligations. Section 7 04 Successor Escrow Agents. If at any time the Escrow Agent or its legal successor s successorsshould become t unable, through o erationcorlaw or otherwise, to act escrowas agent hereunder, or if its property and affairs shall betaken under the control of any state or federal court or administrative body because of insolvency or bank- ruptcy or for any other reason, a vac ancy shall forthwith exist in the office o£ Escrow Agenthereunder In such event the Issuer, by appropriate resolution, shall promptly appoint an Escrow Agent to fill such vacancy If no suc- cessor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of atleast a majority in principal amount of the Refded Obligations then outstanding by a Instrument or instruments In writing filed with the Issuer, signed by such owners by their duly authorised attorneys -In -fact If, In a proper case, no appointment 0701s000016000 Escrow Agent shall be made pursuant to the foregoing provisions of this Section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court 00 competent jurisdiction to appoint aa cessor Escrow Agent. Such curt may thereupon after suchnotice, of any, as it may deem proper, prescribe and appoint a successor Escrow Agent Anye Escrow Agent shall be corporation organized and doing business under the laws fu he lUnited States o authorised the State o£ Texas,under exercise corporate trust powers, having s principal corporate trust office and place of business in the State of Texas, 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 a and deliver an instrument transferring o su h succeexecute Agent,sor Escrow subject to the terms of this Agree- ment, all c the rights, powers and trustsof the Escrow Escrow hereunder Upon the requestof any such successor Agent, the Issuer shall axcute any and all instruments in writing for more fully and certainly vesting in and confarm- ing to uch successor Escrow Agent all such rights, powers and duties The Escrow Agent shall pay over to Sts succes- sor Escrow Agent a proportional part of the Escrow Agent's fee hereunder 9 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 dulya when mailed by registered certified mail, postage prepaid addressed to theIssuer su or the Escrow Agent at the address shown on Exhibit eA"attached hereto The United States Past Office registered or certified mall receipt showing delivery of the aforesaid shall be conclu- sive nclu- siv evidence o£ the date and fact of delivery. Any darty a hereto may change the address to which n are re o be delivered by giving to the other parties notless than ten (10) days prior notice thereof. Section 8 02 Termination of Responsibilities Upon the taking o all t s described herein by the Escrow Agent, the Escrow Agent shall haven further obliga- tions hereunder the Issuer, the owners othe Refunded Obligations or to any other person or persons in connection with this Agreement Section S 03 Banding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent send shall respective successors and legal representatives, inure solely to the benefit of the o8of the Refunded Obligations, the Issuer, the Escrow Agent and their respec- tive successors and legal representatives Section 8 04 Severability In case anyo more of the provisions a contained in this Agreement hall for any reason be heldtoinvalidity, anvaiid, illegal or unenforceable in shall not such any othertp, ilvisions tyof or unenforceability but shall not affect any other provisions of this ch invalid but this Agreement unenforceable shall be construed as of such invalid od illegal or unenforceable proviev on had never been contained Tessin. Section 8 05 Texas Lao Governs This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas Section 8 06 Tame of the Essence Time shall be of the essence in the performance of obligations from time to time imp ted upon the Escrow Agent by this Agreement. EXECUTED as o£ the date first written above CITY OE CORPUS CHRISTI, TEXAS By 10 ATTEST: Title: NRANE CORPUS CHRISTI, N. A. Ey xitie: ATTEST Title: ISEAL) The foregoing Escrow Agreement w s approved prior executvon o farm and co iectnass thus the day of as 1985. City Attorney, City of Corpus Christi, 11 CONSENT TO ESCROW AGREEMENT MBank Dallas, N.A , Dallas, Texas,a a Paying Agent for the Refunded Obligations hereby acknowledges and consents to the creation n of the Escrow Fund with the Escrow Agent to provide for the full and timely payment of the principal of, premium, if any, and Interest on such Refunded Obligations In consideration of the payment described In Section 7.03(b) of the Agreement, MBank Dallas, N A further consents to the management of the Escrow Fund by the Escrow AgentInsordance with the terms and conditions of the Agreement and agrees to be bound by the terms of the Agreement with respect to its obligations as a Fayvng Agent ATTEST Title MBankDallas, N A Dallas, Texas By Title 12 CONSENT TO ESCROW AGREEMENT The State Treasurer of the State of Texas, Austin, Texas, as a Paying Agent for the Refunded Obligations hereby acknowledges and consents to the creation of the Escrow Fund with the Escrow Agent to provide for the full and timely payment of the principal of, premium, if any, and interest on such Refunded Obligations. In consideration of the payment described in Section 7.03(b) of the Agreement, the State Treasurer further consents o the management of the Escrow Fund by the Escrow Agent in aceordance with the terms and conditions of the Agreement and agrees to be bound by the terms of the Agreement with respect to its obligations as a Paying Agent ATTEST Title The State Treasurer of the State of Texas Austin, Texas Ey Title 13 CONSENT TO ESCROW AGREEMENT The Chase Manhattan Bank, N A , New York, New York, a a Paying Agent for the Refunded obligations hereby acknowl- edges and consents to the creation of the Escrow Fund with the Escrow Agent to provide for the full and timely payment of the principal of, premium, If any, and interest on such Refunded Oblvsatvone. In consideration of the payment described v n ] 03(b)o£ the Agreement, The Chase Manhattan Bank Section consents to thenof NEC Escrow Fund by NEC Escrow Agent v accordance ordanceawiththe terms and conditions of the Agreement and agrees to be bound by the terms of the Agreement with respect to inc obligations as a Paying Agent ATTEST Title NEC Chase Manhattan Bank, N.A. New York, New York Dallas, Texas By Title 14 CONSENT TO ESCROW AGREEMENT Harris Trust Savings Bank, ChIcago, Illinois, as at Paying Agent for the Refunded Obligations hereby acknowl- edges and consents to the creatron of the Escrow Fund wit h the Escrow Agent to provade the full and timet payment of the prrncipal of, premium, if any, and interest on such Refunded obligatrons In consyderatIon of the payment a described an Sect on y 03(6) of the Agreement, Harris rust and Wangs Bankfurther consents to the management of the Escrow nd c0 d ti na by tof the Agrehe Escrow ement nt and ent in accordance toi be bound th the terms the terms of the Agreement with respect to its obligations as a Paying Agent ATTEST Tatle Harms Trust. Savings Bank Chicago, Min.'. By Title 15 Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Exhibit "F" Exhibit "D" Exhibit "E" INDEX TO EXHIBITS Addresses of the Issuer and the Escrow Agent Description of the Refunded obligations Schedule of Debt Service on Refunded Obligations Description of Beg.Ming Cash Deposit Irf any) and Escrowed Securi tv es Escrow Fund Cash Flow Reinvestments in Zero Coupon SLXS Open Market Reinvestments Allocation of Certain Escrowed Securities 16 ISSUER EXHIBIT "A" ADDRESSES OF THE ISSUER AND ESCROW AGENT City of Corpus Christi 302 South Shoreline Corpus Chrrsti, Texas 76401 ESCROW AGENT MBank Corpus Christi, N A 500 North Shoreline Corpus Christi, Texas 78403 EXHIBIT "B" DESCRIPTION OF THE REFUNDED OBLIGATIONS City of Corpus Christi, Texas Junior Lien Waterworks Revenue Bonds, Series 1975, dated October 10, 1975, aggregating 53,000,000 in principal amount, maturing in the yars 1985 through 1990, City of Corpus Christi, Texas Junior Lien Waterworks Revenue Bonds, Series 1977, dated January 10, 1977, aggregating 04,180,000 in principal amount, maturing in the years 1985 through 1990, City of Corpus Christi, Texas First Lien Waterworks System Revenue Bonds, Series1981, dated .luny 10, 1981, aggregating $24,350,000 in principal amount, maturing in the years 1985 through 2002 EXHIBIT "C" SCHEDULE OF DEBT SERVICE ON REFUNDED OBLIGATIONS TO BE PROVIDED BY ACCOUNTING FIRM EXHIBIT "D. ESCROW DEPOSIT I CASH II STATE AND LOCAL GOVERNMENT SERIES OBLIGATIONS Prrnclpal Amount Description Interest Rate Maturity Date III OTHER OBLIGATIONS Principal Interest Maturrty Amount Rate Date EXHIBIT "E" ESCROW FUND CASH FLOW To Be Provided Ey AccoontIOF Firm Principal Amount EXHIBIT "F" REINVESTMENTS IN ZERO COUPON SLOP Purchase Date Maturity Date Amount EXHIBIT "G" OPEN MARKET REINVESTMENTS Date of Investment Exhvbit G Pepe 1 o£ 1 Matuxaty of Reinvestment Oblapation EXHIBIT "H" ALLOCATION OF CERTAIN ESCROWED SECURITIES The maturing principal of and Interest on the Escrowed Securities lasted below shall be allocated and applied only to pay the Refunded Obligations listed below opposite such Escrowed securities Escrowed Securities RefundedObligations 2. That all ordinances, resolutions and orders incon- sistent herewith or in conflict herewith are hereby re- scinded to the extent of such Inconsistency or conflict. 3. That the fact that the contemplated Issuance of such bonds is necessary for the orderly development and growth of the City of Corpus Christi, Texas creates a public emergency and an imperative public necessity requiring the suspension of the Charter Rule providing that no ordinance or resolution shall be passed finally on the date it Is Introduced and that such ordinance or resolution shall be read at three several meetings of the City Council and the Mayor having declared that such public emergency and imper- ative necessity exist, and having requested that said Charter Rule be suspended and that this ordinance take effect and be In full force and effect from and after its passage, It is accordingly so ordained. PASSED this 16th day of may, 198s. or itLefIsCorpus Christi, ATTEST, &4/1'-- City ecretary, City of Corpus Christi, Texas (SEAL) The foregoing ordinance was approved prior to passage as to form and correctness this the /474:day of may, 19E5. y Attorney, ity of Corpus Christi, exas THE sTATE CF TEXAS COUNTY OF NUECES • CITY OF CORPUS CHRISTI : I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 16th day of May, 1985, authorizing an Escrow Agreement between the City of Corpus Christi and MBank Corpus Christi, N.A., which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Clv. Stat., art. 6252-17, as amended. EXECUTED ynymyy my HAND AND SEAL of said City this 16th day of May, 1985. (SEAL) Corpus Christi, T�/K�f day of Tx" , 1915 -- TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the re set forth in the emergency clause of the foregoing ordinance or resolution,m anemergency existsrequiring suspension of the Charter rule s to consideration and voting upon ordinances or esolutions at three regular meetings. I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally or, the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members The ahove ordinance was pa Luther Jones Betty N. Turner David Berlanga, Sr. Welder Brawn Leo Guerrero Or Charles W. Kennedy Joe McComb Frank Mendez Mary Pat Slavik THE CITY OF CORPUS CHRISTI, TEXAS 18835