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
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80000
ne7cO'010
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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