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Res 240-84 12/11/1984CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTY OF WICHITA CITY OF WICHITA FALLS We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in SPECIAL MEETING ON THE 11th DAY OF DECEMBER, 1984, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Gary Cook, Mayor Thomas Swift Charles Thomas Charles Harper Craig A. Wilson Bill Palmer James Welburn Wilma J. Thomas, City Clerk and all of said per'Fns were present, except the following absentees: AJ L/ thus con- stituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written RESOLUTION AUTHORIZING AN ESCROW AGREEMENT BETWEEN THE CITY OF WICHITA FALLS, TEXAS, AND INTERFIRST BANK WICHITA FALLS, N.A. , WICHITA FALLS, TEXAS was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said motion carrying with it the adoption of said Resolution, prevailed and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye" . NOES : None. 2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certifi- cate; that said Resolution has been duly recorded in said City Council ' s minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council ' s minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members ,_ on- sented, in advance, to the holding of said Meeting for such purpose, 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 required by Vernon' s Ann. Civ. St. Article 6252-17 . 3 . That the Mayor of said City has approved and hereby approves the aforesaid Resolution; that the Mayor and the City Clerk of said City have duly signed said Resolution; and that the Mayor and the City Clerk of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. SIGNED AND SEALED the /, (iday of Decem• -< 19 ; ' . OW" #:L City Clerk ' or SEAL) 44,41-&-zt4(../ 10 ,)((0 RESOLUTION AUTHORIZING AN ESCROW AGREEMENT BETWEEN THE CITY OF WICHITA FALLS, TEXAS, AND INTERFIRST BANK WICHITA FALLS, N.A. , WICHITA FALLS, TEXAS WHEREAS, the City of Wichita Falls, Texas, (the "City") presently has outstanding revenue obligations listed on Exhibit "B" attached hereto (the "Refunded Bonds") ; and WHEREAS, the City Council has concurrently herewith authorized the issuance and sale of its City of Wichita Falls, Texas Water and Sewer Refunding Revenue Bonds, Series 1984 (the "Refunding Bonds") pursuant to an ordinance adopted December 11, 1984 (the "Refunding Bond Ordinance") for the purpose of refunding the Refunded Bonds pursuant to Article 717k, V.A.C.S. , as amended; and WHEREAS, it is the desire of the City and the City is authorized by said Article 717k, V.A.C.S. , as amended, to place part of the proceeds from the sale of such Refunding Bonds, together with other funds lawfully available therefor, in escrow to be held and applied to the payment of the Refunded Bonds; and WHEREAS, it is specifically found and determined by the City that the refunding of the said Refunded Bonds by the issuance of Refunding Bonds will result in the accomplish- ment of the purposes of the refunding as set forth in the Refunding Bond Ordinance; and WHEREAS, the Refunding Bond Ordinance provides that the City will concurrently with the delivery of the Refunding Bonds to the purchasers thereof deposit part of the proceeds from the sale of the Refunding Bonds into a special escrow fund to be held in accordance with a special escrow fund agreement; and WHEREAS, it is the desire of the City to provide for the special escrow fund agreement required by the Refunding Bond Ordinance; and WHEREAS, it is desirable that the special escrow fund agreement provide for the investment of monies so escrowed in direct obligations of the United States of America, which must have interest payable and maturities of principal at times to insure the existence of monies, together with other funds lawfully available therefor, sufficient to pay the principal or redemption price of, and interest on the Refunded Bonds as the same shall come due in accordance with their terms; and WHEREAS, the City has made arrangements to purchase such direct obligations of the United States of America to be credited to the special escrow fund, and that book-entry accounts be established for the InterFirst Bank Wichita Falls, N.A. , Wichita Falls, Texas as escrow agent (the Escrow Agent") ; and WHEREAS, Article 717k, V.A.C.S. , as amended, provides that when the initial deposit of securities (and any un- invested money) is made with the Escrow Agent in the amount sufficient to pay the principal of and interest on Refunded Bonds at maturity or redemption, such deposit shall consti- tute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds, and it is hereby found that although such Refunded Bonds shall continue to be obligations of the City, automatically they shall become obligations of the City secured solely by and payable solely from such deposit and the proceeds therefrom; and upon the making of such deposit, the lien on and pledge of revenues securing the payment of all Refunded Bonds shall automatically terminate and be discharged and said encumbrances shall be of no further force or effect; and although said Refunded Bonds will remain outstanding, they shall be regarded as being outstanding only for the purpose of receiving the funds provided by the City for their payment or redemption; and WHEREAS, the Escrow Agent possesses and is exercising full trust powers and is otherwise qualified and empowered to enter into the agreement authorized by this resolution; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS: 1. That the Mayor and the City Clerk of the City of Wichita Falls are hereby authorized and directed to execute and deliver on behalf of the City Council of the City of Wichita Falls, Texas, the City of Wichita Falls, Texas Water and Sewer Revenue Bonds Escrow Agreement (the "Agreement") governing the use of the monies and securities to be deposited or credited with the Escrow Agent, for the benefit of the holders of the Refunded Bonds. 2. That the investment of monies to be so escrowed in direct obligations of the United States of America, which must have interest payable and maturities of principal at times to insure the existence of monies, together with other funds lawfully available therefor, sufficient to pay the principal or redemption price of, and interest on the Refunded Bonds as the same shall come due is hereby authorized to be accomplished and to be transferred to the credit of the special escrow fund created by the Agreement. g3 .That the form of the Agreement which constitutes a P authorizingpartofthisauthorizin Resolution shall be substantially in the form attached hereto as Exhibit A. ESCROW AGREEMENT City of Wichita Falls, Texas Water and Sewer Revenue Bonds THIS ESCROW AGREEMENT, dated January 1985 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the City of Wichita Falls, Texas (herein called the "Issuer") and InterFirst Bank Wichita Falls, N.A. , Wichita Falls, Texas 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 Exhibit "A" attached hereto. W I T N E S S E T H: WHEREAS, the Issuer has heretofore issued and there presently remain outstanding the obligations described on Exhibit "B" attached hereto (the "Refunded Obligations") ; and WHEREAS, the Refunded Obligations were issued pursuant to ordinances which provide that the Refunded Obligations shall mature in such years, bear interest at such rates and have debt service at the times and in the amounts set forth in Exhibit "C" attached hereto and made a part hereof; and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity dates or prior redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon' s Texas Civil Statutes, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates and in sufficient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any such paying agent for the Refunded Obligations with respect to the safe- keeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prior redemption of the Refunded Obligations; and WHEREAS, the Escrow Agent is the paying agent (the Paying Agent") for all of the Refunded Obligations except the City of Wichita Falls Water and Sewer Revenue Bonds, Series 1978 (the "Series 1978 Bonds") for which Parker Square State Bank in Wichita Falls is the Paying Agent and the Escrow Agent is the agent of said bank with respect to the Series 1978 Bonds and this Agreement constitutes an escrow agreement of the kind authorized and permitted by said Article 717k; and WHEREAS, on December 11, 1984 the Issuer adopted an ordinance (the "Ordinance") authorizing the issuance of the Issuer' s Water and Sewer Refunding Revenue Bonds, Series 1984 (the "Refunding Obligations") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of the Refunded Obligations at their respective maturity dates or prior redemption dates and interest thereon to such dates; 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, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations at their maturity or prior redemption dates; and WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer, and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1 . 01 . Definitions . Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: Code" means the Internal Revenue Code of 1954, as amended, and the rules and regulations thereunder. Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. 2 I Escrowed Securities" means the noncallable United States Treasury obligations described in Exhibit "D"t y g attached to this Agreement. Section 1 .02. Other Definitions. The terms "Agree- ment" , "Issuer" , "Escrow Agent" , "Refunded Obligations" , Refunding Obligations" and "Paying Agent" , when they are used in this Agreement, shall have the meanings assigned to them in the text of this Agreement that precedes this Article I. 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 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 . Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the City of Wichita Falls, Texas Water and Sewer Revenue Bonds Escrow Fund (the "Escrow Fund") . The Escrow Agent hereby acknowledges that there has been deposited to the credit of the Escrow Fund the funds and the Escrowed Securities described in Section 2 . 01 . Such deposit, all proceeds therefrom and all cash balances from time to time on deposit (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3. 02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3 . 02 . Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, to the Paying Agent for the Series 1978 Bonds and to itself as the Paying Agent for the remainder of the Refunded Obligations, the amounts required to pay the principal of the Refunded Obligations at their respective maturity dates or prior redemption dates and interest thereon to such dates in the amounts and at the times shown in Exhibit "C" attached hereto. 3 Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of the Refunded Obligations as the Refunded Obligations mature or are redeemed prior to their maturity dates, all as more fully set forth in Exhibit "E" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by-the Paying Agent to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments. Notice of any such insuffi- ciency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer' s failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the holders of the Refunded Obligations; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they are entitled as holders of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent. Section 3 . 05 . Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having 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, and the reinvestment of certain cash balances as described in Section 4 . 02 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held 4 hereunder; or to make substitutions of the Escrowed Securi- ties; or to sell transfer or otherwise dispose of the Escrowed Securities. Section 4 .02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent. (a) Except as provided in para- graph (b) of this Section, money deposited in the Escrow Fund shall be invested only in the Escrowed Securities listed in Exhibit "D" hereto and neither the Issuer nor the Escrow Agent shall otherwise invest or reinvest any money in the Escrow Fund. b) In addition to the Escrowed Securities listed in Schedule "D" hereto, the Escrow Agent shall reinvest cash balances shown in Exhibit "F" attached hereto in zero (0) interest rate United States Treasury Obligations - State 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 on Escrowed Securities that are United States Treasury Certificates of Indebtedness, Notes, or Bonds - State and Local Government Series. All such reinvestments shall be acquired on and shall mature on the dates shown 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 Issuer, the cash balances shown in Exhibit "F" hereto shall remain uninvested. Section 4 .03. Allocation of Certain Escrowed Securi- ties. Except as provided in this Section 4. 03 , the ma- turing principal of and interest on the Escrowed Securities may be applied to the payment of any Refunded Obligations and no allocation or segregation of the receipts of principal or interest from such Escrowed Securities is required. The maturing principal of and interest on the Escrowed Securities listed in Exhibit "G" 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 hereunder or 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 securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of Section 103 (c) of the Code. ARTICLE V APPLICATION OF CASH BALANCES Section 5 . 01 . In General. Except as provided in Sections 3 . 02 and 4. 02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. 5 ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the holders of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent shall annually prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01 . Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7 . 02 . Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the resolutions authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof (except as Paying Agent and Paying Agent/Registrar) . In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. 6 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 accor- dance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contin- gency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7. 03. Compensation. (a) The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement, the sum of $8, 350, the receipt and sufficiency of which are hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extra- ordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary 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 no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its ex- penses. b) The Escrow Agent hereby acknowledges that the Escrow Agent has been fully compensated for all future paying agency services of the Escrow Agent including any amounts payable with respect to the Series 1978 Bonds. Section 7 .04 . 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 7 court or administrative body because of insolvency or bank- ruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate resolution, 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 holders of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such holders or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation 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 Agree- ment, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirm- ing to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its succes- sor Escrow Agent a proportional part of the Escrow Agent' s fee hereunder. ARTICLE VIII MISCELLANEOUS Section 8 . 01 . Notice.Any notice, authorization, request, or demand required or permitted to be given here- under shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclu- sive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten 10) days prior notice thereof. Section 8 . 02. Termination of Responsibilities.Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obliga- tions or responsibilities hereunder to the Issuer, the holders of the Refunded Obligations or to any other person or persons in connection with this Agreement. 8 r Section 8 .03. Binding Agreement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent and their respec- tive successors and legal representatives. Section 8.04. 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 8 .05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. EXECUTED on the date first written above. CITY OF WICHITA FALLS, TEXAS By Mayor ATTEST: Title: INTERFIRST BANK WICHITA FALLS, N.A. , WICHITA FALLS By Vice President & Trust Officer ATTEST: Title: SEAL) 9 1 P CONSENT TO ESCROW AGREEMENT Parker Square State Bank in Wichita Falls as a Paying Agent for the Series 1978 Refunded Bonds hereby acknowledges and consents to provide for the full and timely payment of the principal of and interest on such Refunded Bonds. In consideration of the payment described in Section 7.03 (b) of the Agreement, Parker Square State Bank in Wichita Falls, Texas, further consents to the management of the Escrow Fund by the Escrow Agent in accordance 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. Parker Square State Bank Wichita Falls, Texas By Title ATTEST: Title 10 EXHIBIT "A" City of Wichita Falls, Texas 1300 Seventh Street Wichita Falls, Texas 76307 Attention: Director of Finance InterFirst Bank Wichita Falls, N.A. 800 E. Scott Street Wichita Falls, Texas 76307 Attention: Corporate Trust Department 1-A EXHIBIT "B" City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1963, dated August 1 , 1963, currently outstanding in the aggregate principal amount of $900,000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1966, dated February 1 , 1966, currently outstanding in the aggregate principal amount of $1, 005,000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1966-A, dated November 1, 1966, currently outstanding in the aggregate principal amount of $525,000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1968, dated February 1, 1968, currently outstanding in the aggregate principal amount of $500,000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1973, dated July 1, 1973, currently outstanding in the aggregate principal amount of $900, 000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1978, dated August 1, 1978, currently outstanding in the aggregate principal amount of $840, 000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1980, dated June 1 , 1980, currently outstanding in the aggregate principal amount of $850,000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1981 , dated October 1, 1981, currently outstanding in the aggregate principal amount of $970, 000; City of Wichita Falls, Texas Water and Sewer Revenue Bonds, Series 1982, dated August 1 , 1982, currently outstanding in the aggregate principal amount of $830, 000; 1-B