83-023 RES CERTIFICATE FOR RESOLUTIONRESOLUTION NO. 83-025
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
We, the undersigned officers of said City, hereby
certify as follows:
1. The City Council of said City convened in SPECIAL
MEETING ON THE 31ST DAY OF MAY, 1983, at the City Hall, and
the roll was called of the duly constituted officers and
members of said City Council, to-wit:
Joe Graham, Mayor George Fisher, Jr.
Nathan Bell Jeff Hoog
Donald G. Wilson Walter F. Williams
Harold Green, City Clerk &F-1.= ►"°`~`~4"~
and all of said persons were present, except the following
absentees: kJw,, 4,,
thus constituting a quorum. Whereupon, among other
business, the following was transacted at said Meeting: a
written
RESOLUTION AUTHORIZING EXECUTION OF
ESCROW AGREEMENT
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 passed; and, after due
discussion, said motion carrying with it the passage of said
Resolution, prevailed and carried by the following vote:
AYES: All members of said City Council shown
present above voted "Aye".
NOES: Nefte. U^;~~~uw f
~ 2. That a true, full and correct copy of the aforesaid
Resolution passed 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 passage 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 passage at
said Meeting, and each of said officers and members
consented, 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 Certi.ficate shall
constitute the signing of the attached and following copy of
said Resolution for all purposes.
SIGNED AND SEALED the 31st day of May, 1983.
~O
' City C er yor
SEAL k-y-1~~
RESOLUTION AUTHORIZING EXECUTION OF ESCR06d AGREEMENT
THE STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
WHEREAS, the City has concurrently herewith authorized
the issuance of its Waterworks and Sewer System Revenue
Refunding Bonds, Series 1983, in the principal amount of
$3,110,000 for the purpose of refunding City of Paris, Texas
Waterworks and Sewer Revenue Refunding Bonds, Series 1957,
dated January 1, 1957 in the amount of $305,000, City of
Paris, Texas Waterworks and Sewer System Revenue Bonds,
Series 1957-A, dated August l, 1957 in the amount of
$185,000, City of Paris, Texas Waterworks and Sewer System
Revenue Bonds, Series 1962, dated October l, 1962 in the
amount of $130,000, City of Paris, Texas Waterworks and
Sewer System Revenue Bonds, Series 1973-A, dated January 1,
1973 in the amount of $145,000, City of Paris, Texas
Waterworks and Sewer System Revenue Bonds, Series 1973-B,
dated January 1, 1973 in the amount of $220,000, City of
Paris, Texas Waterworks and Sewer System Junior Lien Revenue
Bonds, Series 1966, dated January 10, 1966 in the amount of
$1,800,000 and City of Paris, Texas Certificates of
Obligation, Series 1981, dated April 15, 1981 in the amount
of $605,000 (the "Refunded Bonds"); and
WHEREAS, Article 717k, Vernon's Texas Civil Statutes,
authorizes the City to issue refunding bonds and to deposit
the proceeds from the sale thereof, and any other available
funds or resources, directly with the place of payment
(paying agent) for the Refunded Bonds, and such deposit, if
made before such payment dates, shall constitute the making
of firm banking and financial arrangements for the discharge
and final payment of the outstanding Refunded Bonds; and
WHEREAS, Article 717k further authorizes the City to
enter into an escrow agreement with any paying agent for the
outstanding Refunded Bonds with respect to the safekeeping,
investment, reinvestment, administration and disposition of
any such deposit, upon such terms and conditions as the City
and such paying agent may agree, provided that such deposits
may be invested and reinvested 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
prepayment of the outstanding Refunded Bonds; and
WHEREAS, InterFirst Bank Dallas, National Association
(formerly First National Bank in Dallas) is the paying agent
for the outstanding Refunded Bonds with the exception of the
City's Certificates of Obligation, Series 1981 which will be
retired on the delivery date of the City's Refunding Bonds,
Serie 1983, and the Escrow Agreement hereinafter authorized
constitutes an escrow agreement of the kind authorized and
permitted by said Article 717k; and
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PARIS:
Section 1. The Mayor of the City is hereby authorized
and directed to execute and deliver and the City Clerk of
the City is hereby authorized and directed to attest an
Escrow Agreement in substantially the form attached hereto
as Exhibit A.
Section 2. That the Resolution shall become effective
upon its passage.
Section 3. That it is hereby officially found and
determined: that a case of emergency or urgent public
necessity exists which requires the holding of the meeting
at which this Resolution is passed, such emergency or urgent
public necessity being that the proceeds from the sale of
the proposed bonds 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 required by Vernon's Ann. Civ. St.
art. 6252-17, as amended.
ESCROW AGREEMENT
City of Paris
Waterworks and Sewer System
Revenue Refunding Bonds,
Series 1983
THIS ESCROW AGREEMENT, dated as of June 15, 1983
(herein, together with any amendments or supplements hereto,
called the "Agreement") is entered into by and between the
City of Paris, Texas (herein called the "Issuer") and
InterFirst Bank Dallas, National Association, Dallas, Texas,
as escrow agent (herein, together with any successor in such
capacity, called the "Escrow Agent").
W I T N E S SETH:
i WHEREAS, the Issuer's Watetworks and Sewer System
;Revenue Bonds, Series 1957, Series 1957-A, Series 1962,
?Series 1973-A and Series 1973-B, the Issuer,'s Waterworks and
iSewer System Junior Lien Revenue Bonds, Series 1966,
?(collectively the "Refunded Bonds") were issued pursuant to
lvarious ordinances (the "Refunded Bond Ordinances") which
lprovide that the Refunded Bonds shall mature serially in
~such years, bear interest at such rates and have debt
~service at the times and in the amounts set forth in Exhibit
;A attached hereto and made a part hereof; and
;
WHEREAS, when the firm banking arrangements have been
made for the payment of principal and interest to maturity
for all of the Refunded Bonds, then such Refunded Bonds
shall no longer be regarded as outstanding except for the
purpose of receiving payment from the Funds provided for
,such purpose; and
I WHEREAS, Article 717k, Vernon's Texas Civil Statutes,
!authorizes the Issuer to issue refunding bonds and to
i deposit the proceeds from the sale thereof, and any other
available funds or resources, directly with one of the
iplaces of payment (paying agent) for the Refunded Bonds
having the largest capital and surplus, and such deposit, if
~made before such payment dates, shall constitute the making
of firm banking and financial arrangements for the discharge
~ and final payment of the Refunded Bonds; and
~ WHEREAS, Article 717k further authorizes the Issuer to
enter into an escrow agreement with any paying agent or
trustee for the Refunded Bonds with respect to the safe-
keeping, investment, reinvestment, administration and
;disposition of any such deposit, upon such terms and condi-
~tions as the Issuer and such paying agent or trustee may
'agree, provided that such deposits may be invested and
reinvested only in direct obligations of the United States
of America, including obligations the principal of and
interest on which are unconditionally guaranteed by the
United States of America, and which may be in book entry
form, and which shall mature and/or bear interest payable at
such times and in such amounts as will be sufficient to
provide for the scheduled payment of the Refunded Bonds; and
WHEREAS, the Escrow Agent is one of the paying agents
for the Refunded Bonds having the largest capital and
surplus, and this Agreement constitutes an escrow agreement
of the kind authorized and permitted by said Article 717k;
and
WHEREAS, the Issuer has adopted an ordinance (the
"Refunding Bond Ordinance") authorizing the issuance of
$3,110,000 City of Paris Waterworks and Sewer System Revenue
Refunding Bonds, Series 1983 (the "Refunding Bonds") for the
purpose of providing, together with other lawfully available
funds provided by the Issuer, amounts sufficient to provide
for the payment of the principal of and interest on the
Refunded Bonds on the dates and in the amounts shown on
Exhibit "B" attached hereto; and
WHEREAS, the Issuer desires that, concurrently with the
delivery of the Refunding Bonds to the purchasers thereof,
the proceeds of the Refunding Bonds, and other funds, 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 Bonds as
it accrues and becomes payable and the principal of the
Refunded Bonds whether at maturity or upon redemption; 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 Bonds, 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 Agent" means InterFirst Bank Dallas, National
Association, Dallas, Texas and its successors as Escrow
Agent under this Agreement.
"Escrow Fund" means the
to be administered by the
provisions of this Agreement.
fund created by this Agreement
Escrow Agent pursuant to the
"Escrowed Securities" means the $1,995,900 in princ-
ipal amount of noncallable United States Treasury Obliga-
tions - State and Local Government Series to be initially
purchased with proceeds of the Refunding Bonds together with
all reinvestments of the proceeds thereof as contemplated
and required and as more fully described in Exhibit "C"
attached to this Agreement.
2
"Issuer" means the City of Paris, Texas.
"Paying Agents" means the Escrow Agent.
"Refunded
Sewer System
Series 1962,
Waterworks
Series 1966,
hereto.
Bonds" means the Issuer's Waterworks and
Revenue Bonds, Series 1957, Series 1957-A,
Series 1973-A, and
and Sewer System Junior
all as further described
Series 1973-B, and
Lien Revenue Bonds,
in Exhibit A, attached
"Refunding Bonds" means the Issuer's Waterworks and
5ewer System Revenue Refunding Bonds, Series 1983.
"Refunding Bond Ordinance" means the Issuer's
resolution authorizing the issuance, sale and delivery of
the Refunding Bonds.
Section 1.02. Interpretations. The titles and head-
ings of the articles and sections of this Agreement have
been inserted for convenience and teference only and are not
to be considered a part hereof and shall not in any way
modify or restrict the terms hereof. This tkgreement 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 Bonds in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Section 2.01. De osits in the Escrow Fund. The Issuer
has deposited, or caused to be deposited, in the Escrow Fund
the following funds and Escrowed Securities:
(a) $311,997.81 as the beginning cash balance for
the Escrow Fund;
(b) the Escrowed Securities described in Exhibit
"C" attached hereto.
ARTICLE III
CREATION AND OPERATION OF ESCROW EUND
Section 3.01. Escrow Fund. The Escrow Agent has
created on its books a special and irrevocable escrow fund
to be known as the City of Paris Waterworks and Sewer System
Revenue Refunding Bonds, Series 1983 Escrow Fund (the
"Escrow Fund"). The Escrow Agent hereby acknowledges that
there has been deposited to the credit of such Escrow Fund
the beginning cash balance and the Escrowed Securities as
described in Section 2.01. The Escrowed Securities and all
proceeds therefrom shall be the property of the Escrow Eund,
and shall be applied only in strict conformity with the
terms and conditions of this Agreement. All of the Escrowed
Securities, all proceeds therefrom and all cash balances
from time to time on deposit in the Escrow Fund are hereby
irrevocably pledged to the payment of the principal of and
interest on the Refunded Bonds, which payment shall be made
by timely transfers to the Paying Agents of such amounts at
such times as are provided for in Section 3.02 hereof. When
the final transfers have been made to the Paying Agents for
the payment of such principal of and interest on the Refund-
ed Bonds, any balance then remaining in the Escrow Fund
shall be transferred to the Issuer, and, after deducting all
fees and expenses of the Escrow Agent then due and unpaid
hereunder, the Escrow Agent shall thereupon be discharged
from any further duties hereunder.
3
The Escrow Agent, in its capacity as agent for the
i6other Paying Agents, further agrees that such portion of the
!Escrow Fund, together with the proceeds thereof, required to
3provide for timely payments of principal of and interest on
ithe Refunded Bonds shall be held in the Escrow Fund for and
'on behalf of the other Paying Agents and shall be made
~available to the other Paying Agents to make such timely
;payments of principal and interest on the Refunded Bonds.
;
' Section 3.02. Payment of Principal and Interest. The
Escrow Agent is hereby irrevocably instructed to transfer to
the Paying Agents for the Refunded Bonds from the cash
balances from time to time on deposit in the Escrow Fund,
the amounts required to pay the principal of and interest on
the Refunded Bonds in the amounts and at the times snown in
Exhibit B attached hereto.
; Section 3.03. Sufficiency of Escrow Fund. The Issuer
`represents that the successive receipts of the principal of
and interest on the Escrowed Securities will assure that the
cash balance on deposit from time to time in the Escrow Fund
~will be at all times sufficient to provide moneys for
;transfer to the Paying Agents at the times and in the
3amounts required to pay the interest on the Refunded Bonds
ias such interest comes due and the principal of the Refunded
;Bonds as the Refunded Bonds mature or are redeemed prior to
jtheir maturity, all as more fully set forth in Exhibit B
lattached hereto. If, for any reason, at any time, the cash
~balances on deposit or scheduled to be on deposit in the
"Escrow Eund shall be insufficient to transfer the amounts
~required by the Paying Agents to make the payments set forth
jin Section 3.02 hereof, the Issuer shall timely deposit in
;the Escrow Fund, from lawfully available funds, additional
~funds in the amounts reguired to make such payments. Notice
!of any such insufficiency shall be given promptly as
hereinafter provided, but the Escrow Agent shall not in any
manner be responsible for any insufficiency of funds in the
Escrow Fund or the Issuer's failure to make additional
deposits thereto.
Section 3.04. Escrow Fund. The Escrow Agent shall
hold at all times the Escrow Fund, the Escrowed Securities
and all other assets of such 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 escrow funds for the benefit of the holders of the
Refunded Bonds; and a special account thereof shall at all
times be maintained on the books of the Escrow Agent. The
holders of the Refunded Bonds shall be entitled to the same
preferred claim and first lien upon the Escrowed Securities,
the proceeds thereof and all other assets of the Escrow Fund
to which they were entitled as holders of the Refunded
Bonds. 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 in its capacity as 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 Agents.
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
4
ia
$
nconditionally guaranteed by, the United States of America,
aving a market value at least equal to such cash balances.
I
ARTICLE IV
LIMITATION ON INVESTMENTS
' Section 4.01. General. Except as herein otherwise
~expressly provided, the Escrow Agent shall not have any
ipower or duty to invest any money held hereunder; or to make
substitutions of the Escrowed Securities; or to sell
itransfer or otherwise dispose of the Escrowed Securities.
;In particular, except as provided in Sections 4.02 and 4.03
I,below, cash balances on deposit in the Escrow Fund shall not
Tbe reinvested or bear interest, and the Escrow Agent shall
';be entitled to retain any benefit from the "float" (if any)
,resulting therefrom as additional compensation for its
;services hereunder.
; Section 4.02. Reinvestment of Certain Cash Balances in
Escrow by Escrow. The Escrow Agent shall reinvest certain
proceeds of the Escrowed Securities in cgrtain additional
jescrowed securities, at such times, in such amounts, for
isuch terms and bearing interest at 0%, all as more fully
lprovided in the Exhibit . Such securities, when
~purchased, shall also constitute Escrowed Securities
~hereunder.
Section 4.03. Substitution of Securities. At the
{written request of the Issuer, and upon compliance with the
lconditions hereinafter stated, the Escrow Agent shall
!utilize cash balances in the Escrow Fund, or sell, transfer,
~otherwise dispose of or request the redemption of the
Escrowed Securities and apply the proceeds therefrom to
ipurchase Refunded Bonds or direct obligations of, or
iobligations the principal of and interest on which is
lunconditionally guaranteed by, the United States of America
!which do not permit the redemption thereof at the option of
ithe obligor, and in connection therewith the Issuer reserves
;the right to call for redemption prior to maturity any of
'Ithe Refunded Bonds to the extent permitted by their
jauthorizing ordinances. Any such transaction may be
,effected by the Escrow Agent only if (a) the Escrow Agent
ishall have received a written opinion from a nationally
irecognized firm of certified public accountants that such
;transaction will not cause the amount of money and
isecurities in the Escrow Fund to be reduced below an amount
l s ufficient to provide for the full and timely payment of
principal of, redemption premium on and interest on all of
ithe remaining Refunded Bonds as they become due, taking into
~account any optional redemption thereof exercised by the
!Issuer in connection with such transaction; and (b) the
IEscrow agent shall have received the unqualified written
!legal opinion of nationally recognized bond counsel or tax
jcounsel to the effect that such transaction will not cause
ithe Refunded Bonds or Refunding Bonds to be "arbitrage
I bonds" within the meaning of Section 103 (c) of the Code.
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 the Refunded Bonds or the Refunding Bonds to be
"arbitrage bonds" within the meaning of Section 103(c) of
the Code.
5
ARTICLE V
RECORDS AND REPORTS
; Section 5.01. 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
iand all proceeds thereof, and such books shall be available
ifor inspection at reasonable hours and under reasonable
l c onditions by the Issuer and the holders of the Refunded
Bonds.
Section 5.02. Reports. For the period beginning on
ithe date hereof and ending on June 15, 1984, and for each
`twelve (12) month period thereafter while this Agreement
Iremains in effect, the Escrow Agent shall prepare and send
Ito the Issuer within thirty (30) days following the end of
such period a written report summarizing all transactions
relating to the Escrow Fund during such period, including
without limitation credits to the Escrow Fund as a result of
finterest payments on or maturities of the Escrowed
°Securities and transfers from the Escrow Fund to the Paying
Agents for payments on the Refunded Bonds 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 VI
CONCERNING THE PAYING AGENTS AND ESCROW AGENT
Section 6.01. Representations. The Escrow Agent
Ihereby represents that it is one of the paying agents for
the Refunded Bonds having the largest capital and surplus.
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
ihereunder.
' Section 6.02. Limitation on Liability. The liability
of the Escrow Agent to transfer funds to the Paying Agents
for the payment of the principal of and interest on the
Refunded Bonds shall be limited to the proceeds of the
Escrowed Securities and the cash balances from time to time
on deposit in the Escrow Eund. Notwithstanding any
provision contained herein to the contrary, neither the
Escrow Agent nor the Paying Agents shall have any liability
whatsoever for the insufficiency of funds from time to time
in the Escrow Eund 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 Bonds 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 Refunding Bond Ordinances
or the Refunded Bond Ordinances and is not responsible for
nor bound by any of the provisions thereof (except as paying
agent). In its capacity as Escrow Agent, it is agreed that
the Escrow Agent need look only to the terms and provisions
of this Agreement.
The Escrow Agent makes no representations as to the
value, conditions or sufficiency of the Escrow Fund, or any
part thereof, or as to the title of the Issuer thereto, or
as to the security afforded thereby or hereby, and the
6
3Escrow 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
lown 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
itaken or neglected to be taken by it in good faith in any
=exercise of reasonable care and believed by it to be within
!the discretion or power conferred upon it by this Agreement,
;nor shall the Escrow Agent be responsible for the
'consequences of any error of judgment; and the Escrow Agent
':shall not be answerable except for its own action, neglect
or default, nor for any loss unless the same shall have been
i through its negligence or want of good faith.
; Unless it is specifically otherwise provided herein,
the Escrow Agent has no duty to detetmine or inquire into
~the happening or occurrence of any event or contingency or
;the performance or failure of performance oX the Issuer with
~respect to arrangements or contracts with others, with the
'Escrow Agent's sole duty hereunder being to safeguard the
'Escrow Fund and 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
gAgent in its discretion may deem necessary to determine any
I 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 6.03. Compensation. The Issuer will pay to
the Escrow Agent total fees of $26,475.60 of which $2750
~will be paid initially upon delivery of the Refunding Bonds,
i with the balance of such fee, being $23,725.60, to be paid
`from the Escrow Fund in accordance with Exhibit B on those
~dates stated therein. This fee will be paid to the Escrow
jAgent for performing the services hereunder and for all
~expenses incurred or to be incurred in the administration of
`this Agreement and for all future services of the Paying
~Agents in connection with the Refunding Bonds. 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
lreimbursement of such expenses. Except as otherwise pro-
Ivided in Section 3.01 hereof, 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,
lwhether regular or extraordinary, as Escrow Agent, or in any
iother capacity, or for reimbursement for any of its ex-
i penses.
I
~ Section 6.04. Successor Escrow Agents. If at any time
the Escrow Agent or its legal successor or successors should
become unable, through operation of law or otherwise, to act
I 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
7
ankruptcy 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
~romptly appoint an Escrow Agent to fill such vacancy. If
o successor Escrow Agent shall have been appointed by the
;Issuer within 60 days, a successor may be appointed by the
~olders of a majority in principal amount of the Refunded
lEonds then outstanding by an instrument or instruments in
~writing filed with the Issuer, signed by such holders or by
itheir duly authorized attorneys-in-fact. If, in a proper
icase, no appointment of a successor Escrow Agent shall be
~nade pursuant to the foregoing provisions of this section
~qithin three months after a vacancy shall have occurred, the
~iolder of any Refunded Bond may apply to any court of
~competent jurisdiction to appoint a successor Escrow Agent.
ISuch court may thereupon, after such notice, if any, as it
Oay deem proper, prescribe and appoint a successor Escrow
LP,gent.
Any successor Escrow Aqent shall be a corporation or
~association organized and doing business under the laws of
the United States or the State of Texas, authorized under
isuch laws to exercise corporate trust powers, having its
rincipal office and place of business in the State of
Texas, having a combined capital and surplus of at least
1$5,000,000 and subject to the supervision or examination by
jFederal or State authority.
Any successor Escrow Agent shall execute, acknowledge
;and deliver to the Issuer and the Escrow Agent an instrument
iaccepting such appointment hereunder, and the Escrow Agent
Ishall execute and deliver an instrument transferring to such
isuccessor Escrow Agent, subject to the terms of this Agree-
iment, all the rights, powers and trusts of the Escrow Agent
fhereunder. Upon the request of any such successor Escrow
lAgent, the Issuer shall execute any and all instruments in
iwriting for more fully and certainly vesting in and confirm-
ling 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 VII
MISCELLANEOUS
Section 7.01. Notice. Any notice, authorization,
request, or demand required or permitted to be given here-
under shall be in writing and shall be deemed to have been
duly given when mailed by registered or certified mail,
postage prepaid addressed as follows:
To the Escrow Agent:
InterFirst Bank Dallas, N.A.,
P.O. Box 83655
Dallas, Texas 75283
Attention: Corporate Trust Department
To the Issuer:
City of Paris
P.O. Box 1037
Paris, Texas 75460
Attention: City Manager
The United States Post Office registered or certified
mail receipt showing delivery of the aforesaid shall be
conclusive evidence of the date and fact of delivery. Any
party hereto may change the address to which notices are to
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be delivered by giving to the other parties not less than
ten (10) days prior notice thereof.
Section 7.02. 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 Bonds or to any other person or
persons in connection with this Agreement.
Section 7.03. 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
iBonds, the Issuer, the Escrow Agent and their respective
;successors and legal representatives.
Section 7.04. 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, ille§ality 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 7.05. Texas Law Governs. This Agreement shall
be governed exclusively by the provisions hereof and by the
applicable laws of the State of Texas.
? Section 7.06. Time of the Essence. Time shall be of
ithe essence in the performance of obligations from time to
j time imposed upon the Escrow Agent by this Agreement.
EXECUTED as of the date first written above.
CITY OF PARIS, TEXAS
By
ATTEST:
Mayor
City Secretary
(CITY SEAL)
ATTEST:
Title:
(BANK SEAL)
INTERFIRST BANK DALLAS, NATIONAL
ASSOCIATION, DALLAS, TEXAS
By
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