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1988-060~B-oc0o ORDINANCE AUTHORIZING THE ISSUANCE OF nr PROPERTY FINANCE CONTRACTUAL OBLIGATIONS WHEREAS, the Public Property Finance Act, Sec- tion 271 001, et seq , Texas Local Government code (the "Act") authorizes, among others, cities to execute, perform, and make payments under contracts with any person for the use, acquisition or purchase of personal property as de- scribed in the Act, and WHEREAS, the Act permits the governing body of a city to execute contracts in any form deemed appropriate by said governing body in connection with the use, acquisition or purchase of personal property, and WHEREAS, the City Council of the City of Denton, Texas (the "Issuer") desires to acquire or purchase personal property, to-wit an ambulance and related safety equip- ment, fire trucks, fire equipment, garbage trucks, general purpose trucks, police car equipment and street maintenance equipment, or such other personal property, appliances, equipment, facilities, furnishings or interests therein, whether movable or fixed, deemed by the City Council of the Issuer to be necessary, useful and/or appropriate for the purposes of the Issuer (the "Property"), and WHEREAS, the City Council of the Issuer deems it appropriate to adopt this ordinance and issue the "Con- tractual obligations" herein authorized as permitted by the Act THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS Section 1 AMOUNT AND PURPOSE OF CONTRACTUAL OBLIGA- TIONS That the said Issuer's Public Property Finance Contractual obligations (hereinafter sometimes called "Contractual Obligations") are hereby authorized to be issued in the aggregate principal amount of $775,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN AC- CORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, SECTION 271 001, ET SEQ , TEXAS LOCAL GOVERNMENT CODE Section 2 DESIGNATION That said Contractual Obliga- tions shall be designated as the CITY OF DENTON, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SE- RIES 1988 Section 3 DATE, DENOMINATIONS, NUMBERS, AND MATURI- TIES OF CONTRACTUAL OBLIGATIONS That initially there shall be issued, sold, and delivered hereunder fully registered contractual obligations dated March 1, 1988, in the denomi- nation of $5,000 or any integral multiple thereof, payable to the respective initial registered owners thereof (as designated in Section 19 hereof), or to the registered assignee or assignees of said contractual obligations or any portion or portions thereof (in each case, the "registered owner"), shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts, respectively, as set forth in the following schedule MATURITY DATE JULY 1 1989 $ 245,000 1990 260,000 1991 270,000 The term "Contractual Obligations" as used in this Ordinance shall mean and include collectively the contractual obliga- tions initially issued and delivered pursuant to this Ordinance and all substitute contractual obligations ex- changed therefor, as well as all other substitute contrac- tual obligations and replacement certificates issued pur- suant hereto, and the term "Contractual obligation" shall mean any of the Contractual Obligations Section 4 INTEREST That the Contractual Obligations shall bear interest from the dates specified in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance to their maturities payable January 1, 1989, and semiannually there- after on July 1 and January 1 of each year, at the following rates per annum maturities 1989, maturities 1990, $ maturities 1991, said interest shall be payable in the manner provided in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordinance Section 5 CHARACTERISTICS OF THE CONTRACTUAL OBLIGA- TIONS (a) Registration Transfer Conversion and Exchange, Authentication That the Issuer shall keep or cause to be kept at the principal corporate trust office of MTrust Corp, National Association, Dallas, Texas (the "Paying Agent/ Registrar") books or records for the registration of the transfer, conversion and exchange of the Contractual Obliga- tions (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under 2 such reasonable regulations as the Issuer and the Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Contractu- al obligation to which payments with respect to the Contrac- tual obligations shall be mailed, as herein provided, but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/ Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Contractual Obligation or Contrac- tual Obligations Registration of assignments, transfers, conversions and exchanges of Contractual Obligations shall be made in the manner provided and with the effect stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ordi- nance Each substitute Contractual Obligation shall bear a letter and/or number to distinguish it from each other Contractual Obligation Except as provided in Section 5(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Contractual Obliga- tion, date and manually sign said Contractual Obligation, and no such Contractual obligation shall be deemed to be issued or outstanding unless such Contractual obligation is so executed The Paying Agent/Registrar promptly shall cancel all paid Contractual Obligation or Contractual obligations surrendered for conversion and exchange No additional ordinances, orders, or resolutions need be passed or adopted by the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Contractual Obligation or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Contractual obligations in the manner prescribed herein, and said Contractual obliga- tions shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength Pursuant to Vernon's Ann Tex Civ St Art 717k-6, and particularly Section 6 thereof, the duty of conversion and exchange of Contractual Obligations as aforesaid is hereby imposed upon the Paying Agent/ Regis- trar, and, upon the execution of said Contractual obliga- tions, the converted and exchanged Contractual obligations shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Contractual Obliga- tions which initially were issued and delivered pursuant to this ordinance, approved by the Attorney General, and regis- tered by the Comptroller of Public Accounts (b) Pals, t Or COnLraCrudl V01 ,all wlaiam az&a_.a.aa a.oa. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Contractual Obligations, all as provided in this Ordinance The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Contractual Obligations (c) In General The Contractual Obligations (1) shall be issued in fully registered form, without interest cou- pons, with the principal of and interest on such Contractual Obligations to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (1v) may be converted and exchanged for other Contractual obliga- tions, (v) shall have the characteristics, (v1) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Contractual obligations shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Contractual obligations, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CONTRACTUAL OBLIGATION set forth in this ordinance The Contractual obligations initially issued and delivered pursuant to this ordinance (to which Contractual Obligations 1s attached the Registration Certificate of the Comptroller of Public Accounts) are not required to be, and shall not be, authen- ticated by the Paying Agent/Registrar, but on each substi- tute Contractual Obligation issued in conversion of and exchange for any Contractual Obligation or Contractual obligations issued under this ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CONTRACTUAL OBLIGATION The Paying Agent/Registrar shall fill in the date of delivery of the Contractual obligations under the heading "Original Issue Date" as it appears on the face of each of the Contractual Obligations upon the initial delivery of the Contractual Obligations to the purchaser named in Section 19 of this Ordinance (d) Substitute Pav~na Agent/Reg s a The Issuer covenants with the registered owners of the Contractual obligations that at all times while the Contractual Obliga- tions are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial insti- tution, or other agency to act as and perform the services of Paying Agent/Registrar for the Contractual Obligations 4 under this Ordinance, and that the Paying Agent/Registrar will be one entity The Issuer reserves the right to, and may, at its option, change the Paying Agent/ Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Contractu- al obligations, to the new Paying Agent/Registrar designated and appointed by the Issuer Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Certificate, by United States Mail, first-class postage prepaid, which notice also shall give the address of the new Paying/Agent Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar Section 6 FORM OF CONTRACTUAL OBLIGATIONS The form of the Contractual obligations, including the form of the Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of the Registration Certifi- cate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinar-e, shall be, respec- tively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance FORM OF CONTRACTUAL OBLIGATION NO R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF DENTON, TEXAS $ PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1988 ORIGINAL INTEREST ISSUE DATE RATE March 1, 1988 % THE CITY OF DENTON, TEXAS (the "Issuer"), hereby promises to pay to , or the registered ass gnee hereof (either being hereinafter called the "registered owner") the principal amount of and to pay interest thereon from the original issue date specified above, on January 1, 1989 and on the first day of each July and January thereafter while this Contractual obligation is outstanding at the interest rate per annum specified above, except that if this Contractual Obligation is required to be authenticated and the date of its authen- tication is later than January 1, 1989, such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date (hereinafter de- fined) but on or before the next following interest payment date, in which case such principal amount shall bear inter- est from such next following interest payment date, pro- vided, however, that if on the date of authentication hereof the interest on the Contractual obligation or Contractual obligations, if any, for which this Contractual obligation is being exchanged or converted from is due but has not been paid, then this Contractual Obligation shall bear interest from the date to which such interest has been paid in full IN CONSIDERATION of the registered owner's acceptance hereof, which acceptance shall constitute the registered owner's assent hereto and to the terms and conditions of the ordinance authorizing the issuance of this Contractual Obligation (the "Ordinance"), the Issuer hereby unilaterally contracts with such registered owner that it will utilize the net available proceeds of the Contractual obligations, after payment of the costs of issuance related thereto, to acquire or purchase personal property in accordance with the Ordinance and the Issuer's plan of acquisition therefor THE PRINCIPAL OF AND INTEREST ON this Contractual obligation are payable in lawful money of the United States of America, without exchange or collection charges The principal of this Contractual Obligation shall be paid to the registered owner hereof upon presentation and surrender 6 of this Contractual Obligation at maturity at the principal corporate trust office of MTrust Corp, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Contractual Obligation The payment of interest on this Contractual obligation shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the fifteenth date of the month next preceding such payment date (the "Record Date") by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required to be on deposit with the Paying Agent/Registrar for such purpose as herein- after provided, and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such payment date, to the regis- tered owner hereof, at its address as it appeared at the close of business on the Record Date on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described The Issuer covenants with the registered owner of this Contractual Obligation that on or before each principal payment date and interest payment date for this Contractual Obligation it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Contractual obligations, when due IF THE DATE for the payment of the principal of or interest on this Contractual Obligation shall be a Saturday, Sunday, a legal holiday, or a day on which banking institu- tions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business, and payment on such date shall have the same force and effect as if made on the original date payment was due THIS CONTRACTUAL OBLIGATION is one of a Series of PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS dated as of March 1, 1988, authorized in accordance with the Constitu- tion and laws of the State of Texas in the principal amount of $775,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, SECTION 271 001, ET SEQ , TEXAS LOCAL GOVERNMENT CODE 7 THIS CONTRACTUAL OBLIGATION OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration Books kept by the Paying Agent/Registrar acting in the capacity of registrar for the Contractual Obligations, upon the terms and conditions set forth herein and in the ordinance This Contractual Obligation may only be assigned and transferred upon presentation and surrender to the Paying Agent/Regis- trar for transfer of registration and cancellation, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/ Registrar, evidencing assignment of this Contractual Obliga- tion or any portion or portions hereof to the assignee or assignees in whose name or names this Contractual obligation or any such portion or portions hereof is or are to be transferred and registered The form of Assignment printed or endorsed on this Contractual Obligation shall be executed by the registered owner, or its duly authorized attorney or representative, and shall conclusively evidence the assign- ment hereof Upon surrender of this Contractual Obligation or any portion or portions hereof for transfer of registra- tion, an authorized representative of the Paying Agent/Reg- istrar shall make such transfer in the Registration Books, and shall deliver a new Contractual obligation or Contrac- tual Obligations payable to such assignee or assignees, or to the registered owner hereof in the case of the assignment and transfer of only a portion of this Contractual Obliga- tion, in exchange for this Contractual obligation, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of Contractual Obligations The registered owner of this Contractual obligation shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all pur- poses, including payment and discharge of liability upon this Contractual obligation to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary ALL CONTRACTUAL OBLIGATIONS OF THIS SERIES issued as a result of a transfer, conversion or exchange are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000 In accordance with the form and procedures set forth in the ordinance, this Contractual Obligation, or any unpaid portion hereof, may, at the written request of the registered owner or the assignee or assignees hereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/ Registrar, be converted into and exchanged for a Contractual obligation or Contractual obligations of like aggregate principal amount, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same due dates, and bearing interest at the same rate, in any denomination or denominations in any integral 8 multiple of $5,000 as requested, with appropriate changes in the schedule of principal installments payable on the due dates to reflect the different denominations thereof, upon surrender of this Contractual Obligation to the Paying Agent/Registrar at its principal corporate trust office for cancellation The one requesting a transfer, conversion, or exchange shall pay any taxes or governmental charges re- quired to be paid with respect thereto as a condition precedent to the exercise of such privilege of transfer, conversion or exchange The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date IN THE EVENT any Paying Agent/Registrar for the Con- tractual obligations is changed by the Issuer, resigns, or otherwise ceases to act as such, the issuer has covenanted in the ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Contractual Obligations IT IS HEREBY certified, recited and covenanted that this Contractual Obligation has been duly and validly authorized, issued, and delivered, that all acts, condi- tions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Contractual Obligation have been performed, existed, and been done in accordance with law, that this Contractual obligation is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Contractual obligation, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have pledged for such payment, within the limit prescribed by law BY HIS ACCEPTANCE the registered owner assents to the terms and provisions of the Ordinance, a copy of which is on file in the official records of the Issuer, and the Contrac- tual obligation, agrees to be bound by such terms and provisions, and agrees that the terms and provisions of this Contractual Obligation and the ordinance constitute a contract between each registered owner hereof and the Issuer 9 IN WITNESS WHEREOF, the Issuer has caused this Contrac- tual obligation to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Contractual Obligation (signature) City secretary (signature) Mayor (SEAL) -ORS. OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Contractual Obligation is not accompanied by an executed Registration certificate of the comptroller of Public Accounts of the State of Texas) It is hereby certified that this Contractual Obligation has been issued under the provisions of the Ordinance described on the face of this Contractual Obligation, and that this Contractual Obligation has been issued in conver- sion or replacement of, or in exchange for, a contractual obligation, contractual obligations, or a portion of a contractual obligation or contractual obligations of a series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas Dated MTrust Corp, National Association, Dallas, Texas Paying Agent/Registrar By Authorized Representative 10 FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, and transfers unto assigns Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, substitution in the premises Dated Signature Guaranteed NOTICE Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company with full power of NOTICE The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every parti- cular, without alteration or enlargement or any change whatsoever 11 FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO I hereby certify that this contractual Obligation has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this contractual Obligation has been registered by the Comptrol- ler of Public Accounts of the State of Texas Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 7 DEFINITIONS That the terms defined in this section for all purposes of this Ordinance, except where the context by clear implication shall otherwise require, shall have the respective meanings as follows, to-wit (a) The term "Code" shall mean the Internal Revenue Code of 1986, as amended (b) The terms "Contractual Obligation", "Contractual obligations" shall mean the Public Property Finance Contrac- tual Obligations, Series 1988 authorized to be issued and delivered by this Ordinance (c) The term "Paying Agent/Registrar" shall mean initially MTrust Corp, National Association, Dallas, Texas or any successor named by the Issuer in accordance with the provisions of Section 5 of this Ordinance Section 8 INTEREST AND SINKING FUND The City of Denton, Texas, Series 1988 Contractual Obligation Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund" is hereby authorized and shall be established and maintained in a depository bank of the Issuer, so long as the Contractual obligations, or interest thereon, are outstanding and unpaid Section 9 USE OF INTEREST before the 25th day of December, 25th day of each June and January of the Contractual Obligations AND SINKING FUND On or 1988, and on or before the thereafter so long as any remain outstanding, there 12 shall be deposited in the Interest and Sinking Fund an amount, together with other amounts in the Interest and Sinking Fund, not less than the amount of the installment of principal and interest coming due on the Contractual Obliga- tions on the next succeeding payment date The Interest and Sinking Fund shall be used to pay the principal of and interest on the Contractual obligations as such principal and interest come due Section 10 TAX LEVY All ad valorem taxes levied and collected for and on account of said Contractual Obligations shall be deposited, as collected, to the credit of the Interest and Sinking Fund During each year while any of said Contractual obligations are outstanding and unpaid, the city Council of said Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on said Contractual obligations as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of such Contractual Obligations as such principal matures (but never less than 2% of the original principal amount of said Contractual obligations as a sinking fund each year), and said tax shall be based on the latest approved tax rolls of said Issuer, with full allow- ance being made for tax delinquencies and the cost of tax collection Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer for each year while any of said Contractual obligations are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Contractual Obligations, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law Section 11 SECURITY FOR FUNDS All Funds created by this ordinance shall be secured in the manner and to the fullest extent permitted or required by law for the security of public funds, and such Funds shall be used only for the purposes and in the manner permitted or required by this ordinance Section 12 DEFEASANCE OF CONTRACTUAL OBLIGATIONS (a) Any Contractual obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstand- ing (a "Defeased Contractual Obligation") within the meaning of this ordinance, except to the extent provided in sub- section (d) of this Section 12, when payment of the princi- pal of such Contractual Obligation, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall 13 have been provided for on or before such due date by irrevo- cably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, or sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Contrac- tual Obligations shall have become due and payable At such time as a Contractual Obligation shall be deemed to be a Defeased Contractual Obligation hereunder, as aforesaid, such Contractual obligation and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations (b) Any moneys so deposited with the Paying Agent/ Registrar may at the written direction of the Issuer also be invested in Government obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/ Registrar which is not required for the payment of the Contractual Obligations and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer (c) The term "Government obligations" as used in this Section 12, shall mean 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, which may be United States Trea- sury obligations such as its state and Local Government Series, which may be in book-entry form (d) Until all Defeased Contractual Obligations shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Contractual Obligations the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as re- quired by this Ordinance Section 13 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CONTRACTUAL OBLIGATIONS (a) ReRlacement Con- +tggtii9 Oblige ions In the event any outstanding Contrac- tual bligation is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new contractual obliga- tion of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed 14 Contractual Obligation, in replacement for such Contractual Obligation in the manner hereinafter provided (b) Application for Replacement Contractual uoilaa- tions Application for replacement of damaged, mutilated, lost, stolen, or destroyed Contractual obligations shall be made by the registered owner thereof to the Paying Agent/Registrar In every case of loss, theft, or de- struction of a Contractual obligation, the registered owner applying for a replacement contractual obligation shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto Also, in every case of loss, theft, or destruction of a Issuer, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Contractual Obligation, as the case may be In every case of damage or mutilation of a Contractual obligation, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Contractual Obligation so damaged or mutilated (c) No Default Occurred Notwithstanding the forego- ing provisions of this section 13, in the event any such contractual Obligation shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on this Contractual Obligation, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Contractual Obligation) instead of issuing a replacement contractual obligation, provided security or indemnity is furnished as above provid- ed in this Section 13 *ar Tseuina xepiacemenc --un..caa:a.ua.. .s- (d) ae or ons Prior to the issuance of any replacement contractual obligation, the Paying Agent/Registrar shall charge the registered owner of such Contractual obligation with all legal, printing, and other expenses in connection therewith Every replacement contractual obligation issued pursuant to the provisions of this Section 13 by virtue of the fact that any Contractual Obligation is lost, stolen, or destroyed shall constitute an obligation of the Issuer whether or not the lost, stolen, or destroyed Contractual Obligation shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Contractual obligations duly issued under this Ordinance (e) Authority tor issuinCZ~~81avGannaa~ Obligations In accordance with Section 6 of Vernon's Ann Tex. Civ St Art 717k-6, this Section 13 of this Ordinance shall constitute authority for the issuance of any such 15 replacement certificate without necessity of further action by the Issuer or any other body or person, and the duty of the replacement of such contractual obligations is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Contractual obligations in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Contractual Obligations issued in conversion and ex- change of other Contractual Obligations Section 14 CUSTODY, APPROVAL, AND REGISTRATION OF CONTRACTUAL OBLIGATIONS The Mayor of the Issuer is hereby authorized to have control of the Contractual Obligations initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Contractual obligations pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certifi- cate attached to such Contractual obligations, and the seal of said Comptroller shall be impressed, or placed in facsim- ile, on such certificate Section 15 CONTRACTUAL UNDERTAKING WITH REGISTERED OWNER The Issuer hereby, and by the acceptance of each of the Contractual Obligations, contractually obligates and commits itself to utilize the net proceeds available from the issuance and delivery of the Contractual Obligations, after payment of costs of issuance related thereto, for the acquisition or purchase of the Property in accordance with this Ordinance and the Issuer's plan of acquisition there- for Section 16 REMEDIES IN EVENT OF DEFAULT In addition to all of the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees that in the event of default in payment of principal or interest on any of the Contractual Obligations when due, or, in the event it fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the observance of performance of any other of the contracts, covenants, conditions or obligations set forth in this Ordinance or in the Contractual obligations, the following remedies shall be available (a) the registered owners shall be entitled to a writ of mandamus issued by a court of competent Juris- diction compelling and requiring the Issuer and the officials thereof to observe and perform the contracts, covenants, obligations or conditions prescribed in this Ordinance, and 16 (b) any delay or omission to exercise any right or power accruing upon any default shall not impair any such right or power nor be construed to be a waiver of any such default or acquiescence there- in, and every such right and power may be ex- ercised from time to time and as often as may be deemed expedient Section 17 COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CONTRACTUAL OBLIGATIONS The Issuer cove- nants to take any action to assure, or refrain from any ac- tion which would adversely affect, the treatment of the Contractual Obligations as obligations described in sec- tion 103 of the Code, the interest on which is not .includ- able in the "gross income" of the holder for purposes of federal income taxation In furtherance thereof, the Issuer covenants as follows. (a) to take any action to assure that no more than ten percent of the proceeds of the Contractual obligations (less amounts deposited to a reserve fund, if any) are used for any "private business use", as defined in section 141(b)(6) of the Code or, if more than ten percent of the proceeds are so used, that amounts, whether received by the Issuer, with respect to such private business use, do not, under the terms of this order or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than ten percent of the debt service on the Contractual Obligations, in contravention of section 141(b)(2) of the Code, (b) to take any action to assure that in the event that the "private business use" described in sub- section (a) hereof exceeds five percent of the proceeds of the Contractual Obligations (less amounts deposited into a reserve fund, if any) then the amount in excess of five percent is used for a "private business use" which is "related" and not "disproportionate", within the meaning of section 141(b) (3) of the Code, to the governmental use, (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the Contractual Obligations (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to per- sons, other than state or local governmental units, in contravention of section 141(c) of the Code, (d) to refrain from taking any action which would otherwise result in the Contractual Obligations being treated as "private activity bonds" within the meaning of section 141(b) of the Code, 17 (e) to refrain from taking any action that would result in the Contractual Obligations being "federally guaranteed" within the meaning of section 149(b) of the Code, (f) to refrain from using any portion of the pro- ceeds of the Contractual Obligations, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Contractual obligations, other than investment property acquired with (1) proceeds of the Contractual obligations invested for a reasonable temporary period of three years or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1 103-13(b)(12) of the Treasury Regulations, and (3) amounts deposited in any reasonably re- quired reserve or replacement fund to the extent such amounts do not exceed ten percent of the pro- ceeds of the Contractual obligations, (g) to otherwise restrict the use of the proceeds of the Contractual obligations or amounts treated as proceeds of the Contractual Obligations, as may be necessary, so that the Contractual obligations do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings), (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Contractual Obligations) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Contractual Obliga- tions have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code, and (i) to maintain such records as will enable the Issuer to fulfill its responsibilities hereunder and under section 148 of the Code and to retain such records for at least six years following the final pay- ment of principal and interest on the Contractual Obligations 18 It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Contractual Obligations, the Issuer will not be required to comply with any covenant contained herein to the extent that such modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of inter- est on the Contractual Obligations under section 103 of the Code In the event that regulations or rulings are hereaf- ter promulgated which impose additional requirements which are applicable to the Contractual Obligations, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Contractual obligations under section 103 of the Code Section 18 DESIGNATION AS QUALIFIED TAX-EXEMPT BONDS The Issuer hereby designates the Contractual Obligations as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Code In furtherance of such designation, the Issuer represents, covenants and warrants the following (a) that during the calendar year in which the Contractual Obliga- tions are issued, the Issuer (including any subordinate entities) has not designated nor will designate bonds, which when aggregated with the Contractual Obligations, will result in more than $10,000,000 of "qualified tax-exempt bonds" being issued, (b) that the Issuer reasonably antici- pates that the amount of tax-exempt obligations issued during the calendar year in which the Contractual obliga- tions are issued, by the Issuer (or any subordinate enti- ties) will not exceed $10,000,000, and, (c) that the Issuer will take such action or refrain from such action as neces- sary, and as more particularly set forth in Section 10 of this order, in order that the Contractual Obligations will not be considered "private activity bonds" within the meaning of section 142 of the Code Section 19 SALE OF CONTRACTUAL OBLIGATIONS AND AUTHORIZATION OF AN ESCROW AGREEMENT That said Contrac- tual obligations are hereby sold and shall be delivered to First Southwest Company, as placement agent, for the par value thereof and any accrued interest to date of delivery, and any such accrued interest shall be deposited into the Interest and Sinking Fund The Contractual Obligations initially shall be registered in the name of First Southwest Company As Escrow Agreement substantially in the form attached hereto as Exhibit A, between the Issuer and First State Bank, Denton, Texas, is hereby approved, and shall be executed by the City Manager and City Secretary of the 19 Issuer, on behalf of the city Council of Denton, and the proceeds from the sale of the Contractual Obligations shall be deposited in the Contractual Obligation Escrow Fund established pursuant to the Escrow Agreement Section 20 EMERGENCY That is is hereby officially found and determined and declared that a case of emergency or urgent public necessity exists which requires the holding of the meeting at which this Ordinance is passed, such emergency or urgent public necessity being that the proceeds from the sale of said Contractual obligations are required as soon as possible and without delay for necessary and urgently needed public improvements, and that said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as re- quired by Vernon's Ann Civ St Article 6252-17 Section 21 EFFECTIVE DATE That this Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, this 15th day of March, 1988, at which meeting a quorum was present Mayor, City of Denton, Texas ATTEST City secretary, City of Denton, Texas 20 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of March 15, 1988 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the city of Denton, Texas (herein called the "Issuer") and First State Bank, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent") The addresses of the Issuer and the Escrow Agent are shown on Attachment "A" attached hereto and made a part hereof W I T N E S S E T H WHEREAS, the Public Property Finance Act, Sec- tion 271 001, et seq , Texas Local Government Code (the "Act") authorizes the Issuer to execute, perform, and make payments under contracts with any person for the use, acquisition or purchase of personal property as described in the Act, and WHEREAS, the Act permits the governing body of the Issuer to execute contracts in any form deemed appropriate by said governing body in connection with the use, acquisi- tion or purchase of personal property, and WHEREAS, the governing body of the Issuer desires to acquire or purchase personal property, to-wit an ambulance and related safety equipment, fire trucks, fire equipment, garbage trucks, general purpose trucks, police car equipment and street maintenance equipment, or such other personal property, appliances, equipment, facilities, furnishings or interests therein, whether movable or fixed, deemed by the governing body of the Issuer to be necessary, useful and/or appropriate for the purposes of the Issuer (the "Property"), and WHEREAS, the governing body of the Issuer has adopted an ordinance (the "Ordinance") authorizing the issuance, sale and delivery of $775,000 of City of Denton, Texas Public Property Finance Contractual Obligations, Series 1988 (the "Contractual Obligations"), and WHEREAS, the ordinance authorized the execution of an Escrow Agreement in substantially the form hereof and the deposit of the proceeds of the sale of the Contractual Obligations in the Escrow Fund (hereinafter defined), and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof NOW, THEREFORE, in consideration of the mutual under- takings, promises and agreements herein contained and in consideration of Ten Dollars ($10 00) duly paid by the Issuer to the Escrow Agent concurrently herewith, the receipt of which is hereby acknowledged, provide a source of paying the costs of acquisition and purchase of the Property and the costs of issuance of the Contractual obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representa- tives 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 "Authorized Representative" shall mean with respect to the Issuer, the City Manager, Director of Finance or such other party hereafter designated by the governing body of the Issuer "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement "Permitted investments" shall mean all forms of invest- ment then authorized by law for the investment of the general funds of the Issuer SECTION 1 02 Other Definitions The terms "Agree- ment", "Issuer", "Escrow Agent", "Contractual Obligations", "Ordinance" and "Property", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement SECTION 1 03 Interpretations The titles and 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 acquisi- tion or purchase of the Property and the payment of the costs of issuance with respect to the Contractual obliga- tions 2 ARTICLE II DEPOSIT OF FUNDS SECTION 2 01 Deposits in the Escrow Fund Concur- rently with the sale and delivery of the Contractual Obliga- tions the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the proceeds of the sale of the Contractual Obligations other than proceeds representing accrued interest, if any, which is to be deposited to the Interest and Sinking Fund estab- lished by the ordinance, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing ARTICLE III CREATION AND OPERATION OF ESCROW FUND SECTION 3 01 Escrow Fund The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Contractual Obligations Escrow Fund (the "Escrow Fund") The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds described in Section 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, and (b) shall be applied only in strict conformity with the terms and conditions of this Agreement SECTION 3 02 Trust Fund The Escrow Agent shall hold at all times the Escrow Fund and all assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent, it shall never allow 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 assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds and a special account thereof shall at all times be maintained on the books of the Escrow Agent The amounts received by the Escrow Agent under this Agreement shall not be consid- ered 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 but shall be disbursed or withdrawn, in connection with the costs paid or incurred by the Issuer with respect to the use, acquisition or purchase of Property, solely upon the receipt of written direction from an Authorized Representative in the form of 3 the "Payment Request Form" attached hereto as Attachment B The Escrow Agent shall retain on file copies of each Payment Request Form SECTION 3 03 Moneys Secured All moneys deposited with the Escrow Agent and not invested in securities by the Escrow Agent pursuant to the provisions hereof or to the extent not insured by the Federal Deposit Insurance Corpora- tion or other federal agency, shall continuously be secured, for the benefit of Issuer and the holders of the Bonds, to the extent and as required by law for security of Issuer's funds Such securities shall be deposited with the Escrow Agent SECTION 3 04 No Unauthorized Transfers No money shall be withdrawn or transferred from or paid out of the Escrow Fund except as herein expressly provided in Section 3 02 SECTION 3 05 Investment of Money in Escrow Fund All money held by the Escrow Agent pursuant to this Escrow Agreement shall be deposited or invested only in Permitted Investments and only at the written direction of the Author- ized Representative The Issuer intends that such funds shall be invested in Permitted Investments so as to obtain the highest yield practicable, having due regard for the maintenance of the exclusion of interest on the Contractual obligations from the gross income of the owners thereof, for the safety of such funds and for the date upon which such funds will be required for uses and purposes specified in this Escrow Agreement All interest and other income received by the Escrow Agent from investment of the Escrow Fund shall be retained in the Escrow Fund The Escrow Agent shall not be liable for any loss resulting from the making or disposition of any investment pursuant to this Section, and any such losses shall be charged to the Escrow Fund ARTICLE IV SECTION 4 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 Permitted Investments deposited to the Escrow Fund and all proceeds thereof, including specifically the submis- sion of any Payment Request Form and the disbursement of funds pursuant to any such submission, and such books shall 4 be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Contractual Obligations SECTION 4 02 Reports While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, together with a detailed statement of all Permitted Invest- ments and the cash balance on deposit in the Escrow Fund as of the end of such period ARTICLE V CONCERNING THE ESCROW AGENT SECTION 5 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 5 02 Limitation on Liability 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 conse- quences of any error of judgment, and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in 5 accordance with this Agreement If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determina- tion, 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 negli- gence 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 deter- mine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time SECTION 5 03 Successor Escrow Agents If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or 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 action, promptly shall 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 a majority in principal amount of the Contractual Obliga- tions then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys-in-fact If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Contractual 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 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 Texas, having a com- bined 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 6 Agreement, 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 instru- ments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties ARTICLE VI MISCELLANEOUS SECTION 6 01 Notice Any notice, authorization, re- quest, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Attachment A attached hereto The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof SECTION 6 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 owners of the Contractual Obligations or to any other person or persons in connection with this Agreement SECTION 6 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 owners of the Contractual Obligations, the Issuer, the Escrow Agent and their respec- tive successors and legal representatives SECTION 6 04 Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein SECTION 6 05 Texas Law Governs This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas 7 SECTION 6 06 Time of the Essence Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement SECTION 6 07 Amendments This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement No amendment shall be effective unless the same shall be in writing and signed by the parties thereto No such amendment shall adversely affect the rights of the holders of the Contractual Obligations EXECUTED as of the date first written above CITY OF DENTON, TEXAS By City Manager ATTEST City Secretary (SEAL) FIRST STATE BANK By Title ATTEST Title (SEAL) 8 INDEX TO ATTACHMENTS Attachment "A" Addresses of the Issuer and the Escrow Agent Attachment "B" Payment Request Form ATTACHMENT "A" ADDRESSES OF THE ISSUER AND ESCROW AGENT City of Denton, Texas 215 E McKinney Street Denton, Texas 76201 Attention City Manager First State Bank P 0 Box 100 Denton, Texas 76201 Attention President ATTACHMENT "B" Payment Request Form No To First State Bank P O Box 100 Denton, Texas 76201 Attention President As Escrow Agent, you are hereby requested to pay from the Escrow Fund established by the Escrow Agreement, dated as of March 15, 1988 between the City of Denton (the "Issu- er") and the Escrow Agent (the "Escrow Agent") to the person, corporation or other entity designated below as Payee, being someone other than an employee or officer of the Issuer, the sum set forth below such designation The Issuer, acting by and through its Authorized Representative, hereby certified that [check one or more as appropriate] [ ] such amount represents [full] [partial] payment for an item of "Property" (as defined in the Escrow Agreement) being and such item of Property [has not been] [has been] the subject of prior Payment Request Forms [Nos ] Attached hereto, unless supplied with a previous Payment Request, is a copy of the invoice, winning bid form or contract relating to the purchase or acquisition of such Property [ ] such amount represents a cost of issuance of the Contractual Obligations (as defined in the Escrow Agreement) [ ] such amount represents the unexpended balance of the funds held in the Escrow Fund not needed for the payment of the costs of acquiring or purchas- ing Property and should be transferred to the Interest and Sinking Fund established by the ordinance Payee Address Amount Dated , 198 City of Denton Authorized Representative