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10-30-39 Special 1331 COUNCIL CHAMBER October 30, 1939 , The Council met in suecial session at 8:00 P.M. with City Attorneys Adams & Nowlin, and all members or the Council present. Messrs. Hubbard, Jelks and Nilson, members of the Citizens Advisory Committee were also present, as were Thos. M. Cook, ~.E. Jackson, and J.L. Gleason, fiscal agents or the City. The Mayor announced the purpose of the meeting, viz. to discuss, with the fiscal agents, the status of the bmnd rerunding, and to take whatever action the Couneil might deem necessary at the present time. , 1 It was explained by Mr. NoviLin that Thomas M. Cook requested the adoption or a resolution, changing the escrow and exchange agent from the Irving Trust Com- pany or New York City to the We s t Palm Bea ch "' tlan ti c National Bank, West Palm Beach; also that previous instructions or the Council had been to the effect that exchange of bonds be not permitted until within ten thousand of the old bonds had been turned in, but that now the fis cal agent requested that a resolution be passed agreeing to the exchange when 95% or the bonds are turned in. Said resolution as submitted by Thomas M. Cook and presented by the City Attorney, being as follows: , RES.,QLUTION 335 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAT BEACH, FLORIDA, MAKING SUPPL:El.illNrAL PROVISION FOR THE ISSUANCE OF REFUNDING BONDS OF THE C lTY OF DELRAY BEACH, FLORIDA. # 'II! , t Mr. Bradshaw moved the adoption of the resolution, as re ad, and Mr. Crego seconded the motion. Some of the members wele opposed to .exchanging on this basis, Claiming it wa~:oo great a risk having fifty thousand dollars' worth of uncommitted bonds outstanding. Mr. ;rohn AdamS advised that the City require at least 98% of the prinCipal amount of bonds to be included in the firs!; exchange. '- , r 1338 COUNCIL CHAMBER - October 30, 1939 ~ '%' Mr. Cook explained that if the City agreed to exchange, on the requested 95% bas is, it did not necess- arily mean that this percentage would be final because additional bonds would unquestionably be turned in over the three years' duration of the contract, and that he, as the fiscal agent, was obligated to continue tracing these stray bonds and endeavoring to induce the owners thereof to turn them in for ,refunding. He claimed that $2260.00 principal was owned by'E.A. 'Nhitcomb; Bond No. 11 for $1000.00 by Mrs. Carl Schmidt; and Bonds 6,7,8, 9, 10 for $5000.00 by ,~. Dubois; all of whom had rerused to agree to refund. He also stated that Mr. phipps, who owns $15,000.00 worth had agreed verbally to commit his bmnds but that he was on a vacation at present and that neither the bonds nor Mr. Phipps' written agreement could be obtained until his return~ In addition to these, not actually committed, only nine thousand dollars worth of bonds were unaccounted for. This, Mr. Cook considered a very generous percentage and said that in many t01~S exchanges had been agreed upon on a 75% basis, and that later, additional bonds had come in which had raised the percentage considerably. -~ -~- ~ ~ :i. . 'I,," ;".-, ;ii .~ Mr. Crego asked the Advisory Committee for its ~ opinion as to the advisability of eXChanging on the 95% ~ basis. Mr. Wilson and Mr. Jelks favored the exchange, as . proposed, explaining that in any case, it was better ~ than being forced into bankruptcy with its attendant costS.I..~',..',.' Mr. Hubbard differed from his co-members, stating that he disliked the idea of accepting any rerund that v.ould" permit someone coming in at a later date with 25 or 30 original bonds and a court order demanding payment, by the City. Such, would mean the downf'all of all that had been done, he said. He recommended that the Council give it thought before final decision. He thought the margin of percentage should be cut down. Councilman Miller said he felt the same way and Mr. Hall saD. he was not agree- able to the 95% exchange. Mr. Bradshaw argued that delay might mean bankruptcy and added costs which costs, he estimated, might run as high as $15,000.00 and said he would ra ther risk a judgment be ing obtained on the out- standing bonds than to be compelled to go through bank- ruptcy. Mr. Hall said that bankruptcy was not the City's only alternative and he recommended, instead, that the exchange be deferred for approximately thirty days to permit the specified 99% of bonds to be rounded up and turned in. Mr. Cook advised against this, stating that any delay might jeopardize the success or the refund, because of the possibility of commitments being with- drawh at any time. If' I " , r .', 11'< Attorney Adams asked Mr. Cook if the bondholders, who had conmitted their bonds, had done so, in W!i ting, or by oral agreement only, and Mr. Cook stated that they had all been committed in writing with the exception of ,......v...,v.~.,...__'.~"..,'~.,."...,...,.,..__,_ _,'........ 1339 COUNCIL CHAMBER - October 30, 1939 :r ( " the Phipps' block previously mentioned. Mr. Adams was of the opinion that written agreement should be obtained on the Phipps' bonds also. After further discussion he sugGested that the fiscal agent and the Council compromise on an exchange basis of 98%. Mr. Cook finally agreed to a 97% exchange. where- upon Mr. Bradshaw withdrew his previous motion (with the consent of Mr. Crego), and moved that the resolution be amended to read "that not less than ninety-seven per cent (97%) of the principal amount of bonds involved shall be included in the first exchange," and with said amendment, that the resolution be adopted. Mr. Crego seconded the motion, and on roll call, the vote was as follows: Mr. Bradshaw yes, Mr. Crego yes, Mr. Hall yes, Mr. Hill yes, Mr. Miller yes. The motion carried. Mr. Adams advised that the City's books showed Bond No. 1 of the 1923 General Issue of $50,000.00 to have been paid by the bond trustees on J"ulyl, 1925 but that the bond was not in the possession of the City nor could any traoe be found of it, therefore he recODDlended that the Clerk notify the paying agent of this, giving the number, date of issue &c. so that pay- ment may be stopped in the event that this bond is presented for exchange. fC" ! ~: I ~. I , \. h~ In compliance with request of Thomas M. Cook, the Mayor and Clerk were authorized to sign the refunding bonds and to forward a copy of the supplemental resolution number 335, to Chapman & Cutler, validating attorneys. The following letter was also read, setting forth the fees to be oharged the West Palm Beach Atlantic National Bank for services rendered as escrow and exchange agent in' the transfer of bonds and payment of interest. ! i f i , I i ! j I j ! I i , i I II' L WEST PALM BEACH ATLANTIC NATIONAL BANK WEST PALM BEACm EEORIDA October 25,1939 Thomas M. Cook and Company Harvey Bui~,q,ing, West Palm Beach, Florida In re: Proposed schedule or fees tor acting as ex~hange agent for $1,02l.000~rincipal amount refunding bonds of the City of Delray Beach, and as escrow agent for $399,950.98 par amount pas t due interest coupons, under agreement dated~anuary 24, 1939 between Tholll8S JI![. Cook and Company and City of DeUay Beach, lI'lorida {- ....-, i \ COUNCIL CHAMBER - October 30, 1939 1341 Mr. l:Jradshaw moved the adoption of the following re s al u t ion: \ , , RESOL1JTION 336 A RESOLUTION OF THE Crry COUNCIL OF 'IRE CITY OF DELRAY BKL\CH, FLORIDA, MAKING SUPPLEMENTAL PROVISION FOR THE COMPENSATION OF THE FISCAL AGENT' OF THE CITY OF DELRAY BT.'ACH, FLORIDA. Mr.' Hall seconded the motion and on roll cal~, the vote was as follows: Mr. Bradshaw yes, Mr. Crego yes, Mr. Hall yes, Mr. Hill yes, Mr. Miller yes. The mot ion carried. r ~ j I Members of the Citizens Advisory Committee expressed appreciation for the efforts of Thomas M. Cooke in affect ing so prompt and agreeable a settlEment, and Mr. Hubbard said he, for one, wanted to thank Mr. Cook for his hundred percent cooperation rendered in handling this refund for the City. Mr. Cook reciprocated by stating that he had found it a pleasure to work with' the Coun~il and the City Clerk and had accomplished even more than he had anticipated, due to the fine cooperation of the City Council and the Citizens Advisory Committee, to whom he extended a vote of thanks. '~8t{~~f'~A1r I 1i1 1tf1 I I I \ . ; The Mayor also expressed himself, stating that he desired that the Council go on record as extending a vote of thanks to the Citizens Committee, to Thomas M. Cooke Company and to Miss Cramp for their very fine efforts in connection with the refund. It was regularly moved, seconded andcarried that Council adjourn. APPROVED: ~t J) ~ yor 1 i I , t1 ~ I ; 4