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Res 1472-64 RESOLUTION NO. 1472. A RESOLUTION AUTHORIZING THE EXECUTION OF AN ESCROW DEPOSIT AGRE~24ENT BETWEEN THE CITY OF DELRAY BEACH, FLORIDA, AND THE CHASE MANHATTAN BANK, NEW YORK CITY, NEW YORK. WHEREAS, the City of Delray Beach, Florida, has, pursu- ant to a resolution duly adopted by its City Council, authorized the issuance of $1,550,000 Water and Sewer Revenue Refunding Bonds of said City, dated December l, 1963, for the purpose of refunding, paying and redeeming the outstanding $1,264,000 Water Revenue Certificates, Series 1957, dated June l, 1957 (hereinafter some- times called the "Outstanding 1957 Certificates") heretofore issued by said City; and WHEREAS, said resolution further provides for the crea- tion of an Outstanding Certificates Redemption Fund for said Out- standing 1957 Certificates which fund is to be held under an Escrow Deposit Agreement with The Chase Manhattan Bank, New York City, New York; and WHEREAS, said Outstanding 1957 Certificates are not re- deemable until June l, 1968, and it is deemed to be in the best interests of the City to deposit in said Outstanding Certificates Redemption Fund, from the proceeds of the sale of said $1,550,000 Water and Sewer Revenue Refunding Bonds, dated December l, 1963, sufficient funds to provide for the payment of the principal of and interest on said Outstanding 1957 Certificates, as the same mature and become due to and including June l, 1968, together with an amount sufficient to pay on June l, 1968, the principal of and redemption premiums on said Outstanding 1957 Certificates which mature after June l, 1968; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA: Section 1. That pursuant to said resolution, an Escrow Deposit Agreement shall be entered into by and between the City of Delray Beach, Florida, and The Chase Manhattan Bank, New York City, New York. Section 2. That said Escrow Deposit Agreement shall be executed in the name of and on behalf of the City of Delray Beach, by the Mayor of said City, and the corporate seal of the City shall be impressed thereon and attested thereto by the City Clerk, and said officials be and they are hereby authorized to execute and deliver said Escrow Deposit Agreement without further authority from this City Council. Section 3. That said Escrow Deposit Agreement shall be in substantially the following form: Section 4. The Escrow Agent shall promptly after the delivery of the $1,550,000 Water and Sewer Revenue Refunding Bonds, publish a notice in the name of the City calling for redemption of said Outstanding 1957 Certificates, which mature after June l, 1968, for prior redemption an~ payment on June l, 1968, an~ shall again publish such notice at least once not more than sixty (60) days and not less than thirty (30) days prior to the date of Redemption. Both of such publications shall be made in a financial newspaper publ~hed in the City of New York, New York. Said notice'of prior redemption of all of said Outstanding 1957 Certificates maturing after June l, 1968, shall be in substan- tially the following form: NOTICE OF REDEMPTION CITY OF DELRAY BEACH, FLORIDA WATER REVENUE CERTIFICATES DATED JUNE l, 1957 NOTICE IS HEREBY GIVEN that all of the outstanding Water Revenue Certificates, Series 1957, of the City of Delray Beach, Florida, dated June l, 1957, which mature after June l, 1968, in the aggregate principal amount of One Million One Hundred Forty-Four Thousand Dollars ($1,144,000) and are redeemable on June l, 1968, the option of the City, at the principal amount thereof, together with the interest accrued thereon to the date fixed for redemption, plus a premium of three per centum (3%) of such principal amount if redeemed on June l, 1968, have been called for prior redemption on June l, 1968. Said Water Revenue Certificates, Series 1957, are numbered, mature on June i in the years and amounts and bear interest at the rates per annum as follows: Certificate Numbers Principal Interest Rate (Inclusive) Year Amount Per Annum 235 to 262 1969 $28,000 4 1/26 263 to 291 1970 29,000 4 1/26 292 to 321 1971 30,000 4 1/2~ 322 to 352 1972 31,000 4 1/26 353 to 385 1973 33,000 4 1/2~ 386 to 419 1974 34,000 4 1/2~ 420 to 455 1975 36,000 4 1/2~ 456 to 492 1976 37,000 4 1/2% 493 to 531 1977 39,000 4 1/2% 532 to 572 1978 41,000 4 1/2% 573 to 614 1979 42,000 4 1/2% 615 to 658 1980 44,000 4 1/2% 659 to 704 1981 46,000 4 1/2% 705 to 753 1982 49,000 4 1/2% 754 to 804 1983 51,000 4 1/2% 805 to 857 1984 53,000 4 1/2% 858 to 913 1985 56,000 4 1/2% 914 to 971 1986 58,000 4 1/2% 972 to 1032 1987 61,000 4 1/2% 1033 to 1095 1988 63,000 4 1/2% 1096 to ll61 1989 66,000 4.60% 1162 to 1230 1990 69,000 4.60% 1231 to 1302 1991 72,000 4.60% 1303 to 1378 1992 76,000 4.60% ?ayment of the principal amount of said bonds, plus the redemption premium of three per centum (~$) of such principal amount will be made on or after said redemption date of June 1, 1968, upon the presentation of said Certificates, accompanied by all coupons maturing after said redemption date, at The Chase r~Ianhattsaa Bank, in the Bo~ough of Manhattan, City and State of New York. Interest on said Certificates maturing on or prior to said redemption date will be paid in the usual manner. Interest on said Certificates will cease to accrue from and after said redemption ~ate. Dated at Delray Beach, Florida, this day of January, 196~. CITY OF DELRAY BEACH, FLORIDA By City Clerk ESCROW DEPOSIT AGREEMENT WHEREAS, the City of Delray Beach, Florida, by resolution duly adopted, authorized, issued and sold $1,378,000 Water Revenue Certificates, Series 1957, dated June 1, 1957, of which the principal sum of $1,264,000 are now outstanding and mature on June 1 in the years 1964 to 1992, inclusive, (hereinafter called the "Outstanding 1957 Certificates"); WHEREAS, said Outstanding 1957 Certificates, maturing in the years 1969 to 1992, inclusive, are redeemable prior to maturity on June 1, 1968, at the redemption price and under the terms and condi- tions provided in the resolution which authorized their issuance; and WHEREAS, the City has pursuant to a resolution duly adopted by its City Council authorized the issuance of $1,550,000 Water and Sewer Revenue Refunding Bonds, of said City, dated December 1, 1963 (hereinafter called the "Resolution") for the purpose of refunding said Outstanding 1957 Certificates'and provided for the deposit in escrow from the proceeds of said $1,550,000 Water and Sewer Revenue Refunding Bonds sufficient moneys to pay the principal of and interest on said Outstanding 1957 Certificates as the same mature and become due to and including June 1, 1968, together with an amount sufficient to pay on June 1, 1968, the principal of and redemption premiums on said Out- standing 1957 Certificates which mature after June 1, 1968; now, therefore, IT IS HEREBY AGREED, by and between the City of Delray Beach, Florida, a municipal corporation of the State of Florida (hereinafter sometimes called the "City"), and The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of the State of New York, having its principal office in the city of New York, State of New York (herein sometimes called the "Escrow Agent"), as follows: Section 1. There is hereby created and established a special, segregated and irrevocable trust fund, to be held by the Escrow Agent, which fund is hereby designated the "Outstanding Certificates Redemption Fund." Said fund shall consist of such proceeds of the sale of said $1,550,000 Water and Sewer Revenue Refunding Bonds, which will be sufficient to pay the principal of and interest on the Out- standing 1957 Certificates which will mature and become due to and including June 1, 1968, and the principal and redemption premiums on said Outstanding 1957 Certificates which mature after June 1, 1968, on the redemption thereof on June 1, 1968, as all provided in Section 3.01 (B) of said Resolution. The amount so required is $ ~-~~-~ and shall be applied by the Escrow Agent in accordance with Exhibit A attached hereto and made a part hereof. Ail moneys so deposited with the Escrow Agent shall be held in trust and used and applied only for the payment of the principal of and interest on the Outstanding 1957 Certificates as the same mature and become due to and including June 1, 1968 and for the payment of the principal of and redemption premiums on said Outstanding 1957 Certifi- cates maturing after June 1, 1968, which are to be redeemed on June 1, 1968. Section 2. The Outstanding 1957 Certificates to be retired and redeemed from the moneys on deposit in said "Outstanding Certifi- cates Redemption Fund", created and established by this Agreement and held by the Escrow Agent, are further described as follows: $1,264,000 - WATER REVENUE CERTIFICATES, dated June 1, 1957, in the denomination of $1,000 each, numbered, bearing interest (payable semi-annually on June 1 and December 1) at the rates per annum, and maturing on June 1 of each year, in the years and amounts as follows: Certificate Numbers Principal Interest Rate (Inclusive) Year Amount Per Annum 115 to 136 1964 $22,000 5 1/25 137 to 159 1965 23,000 5 1/25 160 to 183 1966 24,000 5 1/25 184 to 208 1967 25,000 5 1/25 209 to 234 1968 26,000 5 1/25 235 to 262 1969 28,000 4 1/25 263 to 291 1970 29,000 4 1/25 ~92 to 321 1971 30,000 4 1/2 5 322 to 352 1972 31,000 4 1/25 353 to 385 197~ 33,000 4 1/25 386 to 419 1974 34,000 4 1/25 420 to 455 1975 36,000 4 1/25 456 to 492 1976 37,000 4 1/25 493 to 531 1977 39,000 4 1/25 532 to 572 1978 41,000 4 1/~ Certificate Numbers Principal Interest Rate ( Inclusive) Yea___E Amount Per Annum 573 to 61~ 1979 $42,000 615 to 65 1980 44,000 659 to 704 1981 46,000 4 1~2~ 705 to 753 1982 49,000 4 1~2! 754 to 804 1983 51,000 805 to 857 1984 53,000 4 1~2, 858 to 913 1985 56,0004 1/~ to ,000 to .0o0 1033 to 1095 1988 63,000 1 2~ 1096 to 1161 1989 66,000 4.60~ 1162 to 1230 1990 69,000 4.60% 1231 to 1302 1991 72,000 4.60~ 1303 to 1378 1992 76,000 4.60% Section 3. Ail of the moneys in the Outstanding Certificates Redemption Fund shall be invested by the Escrow Agent at the direction of the City In direct obligations of the Unfted States of America which shall mature or shall be liquidated by the Escrow Agent not later than 15 days prtor to the dates upon which such moneys will be needed to pay the principal of and interest on the 0utstandfng 1957 Certificates as the same mature and become due to and including June 1, 1968 and to pay, on June 1, 1968, the prinofpal of and redemption premtums on the Out- standtng 1957 Certificates which mature after June 1, 1968; provided, however, that any interest income or proffts on said investments realiz- ed in cash to the extent not required for payment, on the next ensuing due dates of princlpal, interest, and premiums on the Outstanding 1957 Certificates, shall be transferred by the Escrow Agent to the City for deposit into the Bond Fund created pursuant to the Resolution, within ten (10) days of receipt of such interest Income or profits. Any moneys remainfng in the Outstanding Certificates Redemp- tion Fund after the final payment of all principal of and interest and redemption premiums on the 0utstandfng 1957 Certificates on the maturity or prfor redemption thereof or the reservation In the Out- standing Certificates Redemption Fund of sufficient funds for such pur- poses shall be returned by the Trustee to the City for deposit (1) in the Bond Fund referred to in the Resolutfon, to the extent necessary to make the sum on deposit therein equal to the maximum amount required to be on deposit therein and (2) the balance, if any, to the Renewal and Replacement Fund created pursuant to said Resolution. Section 4. The Escrow Agent shall promptly after the delivery of the $1,550,000 Water and Sewer Revenue Refunding Bonds publish a notice in the name of the City calling said Outstanding 1957 Certificates, which mature after June 1, 1968, for prior redemption and payment on June 1, 1968, and shall again publish said notice at least once not more than sixty (60) days and not less than thirty (30) days prior to such date of redemption. Both of such publications shall be made in a financial newspaper published in the City of New York, New York. Section 5. Upon making payment for any of said Outstand- ing 1957 Certificates listed above, the Escrow Agent shall cancel each of such Outstanding 1957 Certificat~ and coupons appertaining thereto and shall return such cancelled Outstanding 1957 Certificates and coupons to the City Clerk of said City. Section 6o The Escrow Agent may construe any of the pro- visions of this Agreement as they may appear to it to be ambiguous or inconsistent with any other provisions hereof; and any construc- tion of any such provision hereof by the Trustee, in good faith, shall be binding on the parties hereto, q~ae Escrow Agent shall not be liable for any loss upon any of the investments held by the Escrow Agent. If in the performance of any action or duty by the Escrow Agent under this Agreement in good faith without negligence, the Escrow Agent shall make any expenditures, whether arising as a result of payments by the Escrow Agent for expenses or costs incurred hereunder or for claims, demands, losses or litigation against the Escrow Agent in its capacity as agent hereunder, the City shall reimburse the Escrow Agent for all such expenditures. Section 7. The trusts hereby created shall be irrevo- cable and the holders of said Outstanding 1957 Certificates shall have an express lien on all moneys in said Outstanding Certificates Redemption Fund until paid out, used and applied in accordance with this Agreement. Section 8. In consideration of the services rendered by the Escrow Agent under this Agreement, the City agrees to and shall pay to the Escrow Agent hereunder its proper fees and expenses; but the Escrow Agent shall have no lien upon any of the moneys in said Outstanding Certificates Redemption Fund for such proper fees and expenses. Section 9. Ail recitals herein, except those relating to the due organization of the Escrow Agent, are made by the City, and the Escrow Agent shall have no responsibility or liability whatsoever for (I) any of the recitals herein, except those relating to its own due organization, (II) the performance of and/or compliance with any covenant, condition or provision of said Resolution, and (III) any undertaking or statement of the City hereunder or under any other resolution or agreement or instruments. The Escrow Agent shall act as agent for the City under this Agreement and shall hold all moneys hereunder in trust for the benefit of the holders of said Outstanding 1957 Certificates, as herein provided. In the performance by the Escrow Agent of its duties as agent hereunder the Escrow Agent shall take and perform only such actions as are specifically provided to be taken or performed by the express provisions of this Agreement and the Escrow Agent shall have no implied actions or duties hereunder. IN WITNESS WHEREOF, THE CITY OF DELRAY BEACH, FLORIDA, has caused this Agreement to be executed in its name and behalf by its Mayor, and the corporate seal of said City to be impressed hereon and attested by its City Clerk, and The Chase Manhattan Bank has caused this Agreement to be executed in its name and behalf by its , and its corporate seal to be impressed hereon and attested by its , all as of the day of , 1964. CITY OF DELRAY BEACH, FLORIDA (SEAL) By Mayor City' Clerk (SEAL) Inte re st Principal Premium Due Due Due Tot al Dec. 1964 20~ 576.50 28,576.50 June 1965 20,576.50 27,000 51,576.50 Dec ~06~ o~ 9/4i.~ 00 June 1965 27, 9~i-% .00 ~4-,000 ;;~ o;,L~.O0 Dec. 19~6 27,23~i-.00 2'[,28ZI-.00 sune 1~7 27, 23~ .0o 2~;, o0o 52, e8~ .o0 ~ec. !9~7 2~, 596.50 26,596.50 June 19oo ~6,~o.~)0 26,000 5~,596.50 June 1968 t, lA,J4,000 ~4,)20 1, t75,]~20.00 Total Amount required [~1,5L~$.])03 .~]0 Section 5. That this resolution shall take effect immediately. Passed and adopted this 2~th d~y o~ January, 1964. MAYOR ATTEST: City C~~-~~~ STATE OF FLORIDA ) ) COUNTY OF PALM BEACH ) I, R. D. WORTHING, do hereby certify that I am the duly qualified and acting City Clerk of the City of Delray Beach, Palm Beach County, Florida. I further certify that the above and foregoing constitutes a true and correct copy of the minutes of a meeting of the City Council of said city held on January 27, 1964, and of a reso- lution adopted at said meeting, as said minutes and resolution are officially of record in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of the City of Delray Beach this 27th day_of January, 1964. C~t~ (SEAL)