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1973-04ESCROW DEPOSIT AGREEMENT THIS AGREEMENT, made this 2nd day of March 1973, by and between the City of Clermont, Florida, (hereinafter called . the "City"), and Trust Company of Florida as Escrowee, an institution being organized and existing under the banking laws of the State of Florida W ITNESSETH: WHEREAS, the City has heretofore issued $1,700,000 Water and Sewer Revenue Bonds, dated November l, 1970 for the purpose of acquiring :and constructing county capital projects in the 'City of Clermont, Florida and WHEREAS, $1,700,000 of such Water and Sewer Revenue Bonds, are at this time outstanding and unpaid, and such Outstanding Bonds mature on November 1 in the years, in the principal amounts and bear interest payable on May 1 and November 1, in each year, at the WHEREAS, Water and Sewer Revenue Bonds maturing prior to November 1, 1985 'are not subject to redemption prior to their stated dates of maturity. The Water and Sewer Revenue Bonds maturing on or subsequent to November 1, 1985 are subject to redemption prior to their stated dates of maturity (hereinafter called "Outstanding Bonds"). The Outstanding Bonds maturing i~ the year 1985 and there- after are redeemable prior to their stated dates of maturity, in whole or in part in inverse numerical order if less than all, on May 1, 198,5 or on any interest payment date thereafter, at the prin- _ cipal amount thereof plus a premium of three per centum (3%) of the principal amount so redeemed plus the interest accrued thereon to May 1, 1985; and WEREAS, the City has by ordinance adopted on December 12, 1972, authorized the issuance of not exceeding $1,540,000 Water and Sewer Revenue Refunding Bonds, Series 1972, dated November I, 1972, (hereinafter called "Ordinance" and "1972 Bonds", respectively) for the purpose of providing for the refunding of the Outstanding Bonds; and WHEREAS, the City has by such Ordinance determined that the Outstanding Bonds may be advantageously refunded with substantial benefit to the City in the saving of interest during the remaining term of such Outstanding Bonds by' the issuance and sale of the 1972 Bonds in the manner and subject to the terms and conditions of the Ordinance and WHEREAS, the ordinance, as supplemented, authorizing the issuance of the Outstanding Bonds (hereinafter called "1970 Ordi- nance") provides for notice of prior redemption of the Outstanding Bonds; and WHEREAS, the Ordinance sets forth the procedure whereby the requirements of the 1970 Ordinance relating to the payment or redemption of the Outstanding Bonds may be met and fully complied with; and WHEREAS, the Ordinance requires the City to enter into this Escrow Deposit Agreement with an Escrowee prior to the deli- very of the 1972 Bonds in order to insure the procedure required for paying or redeeming the Outstanding Bonds will be followed; and WHEREAS, the City has heretofore adopted a resolution: (i) providing forredempti6non May 1, 1985 of all Outstanding Bonds maturing in the years 1985 to 2003, inclusive; (ii) irrevocably in- structing ;the Escrowee not more than forty-'five (45) days nor less than thirty (30) days prior to such redemption date (a) to publish in a financial journal published in the Borough of Manhattan, City and State of New York, notice , substantially in the form set forth in such resolution, signed by the Escrowee, (b) to file such notice with the Paying Agent and (c) to mail such notice, postage prepaid, 'to all registered owners of the outstanding Bonds to be redeemed at their addresses,as they appear on the registration books, all in accordance with the provisions of the 1970 Ordinance; (iii) direct- ing the paying Agent of the outstanding Bonds to'pay, upon surrender thereof, all Outstanding Bonds (including all unmatured coupons ap- pertaining thereto); and (iv) directing and authorizing the Mayor of the City to execute and deliver this Agreement by, on behalf of and in the name of the City, directing and authorizing the Clerk of the City to attest and countersign the same under the Seal of the City; and WHEREAS, the Ordinance, provides that the Escrowee shall invest, as soon as practicable after the deiivery of the 1972 Bonds, the moneys deposited with the Escrowee which are required for paying the principal of the Outstanding Bonds maturing in the years 1985 to 2003, inclusive, and the applicable redemption premium, such in-' vestments to be made in Certificates of Deposit, as directed by the City pursuant to a resolution duly adopted, a certified copy of which is attached hereto as Exhibit "A" and made a part hereof. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements, herein contained, to be performed by the parties hereto, it is hereby promised, covenanted and agreed that: 1. The City shall: A. Prior to the delivery of the 1972 Bonds deliver to the Escrowee certified copies of'the Ordinance, the resolutions referred to in the last two paragraphs of the preamble of this Agreement and at least two executed copies of this Escrow Deposit Agreement. B. Deliver to the Escrowee the certificates required by subsection 16 A of the Resolution. C. Upon delivery of the 1972 Bonds, simultaneously there- with, deposit with the Escrowee, in accordance with the Ordinance, from the proceeds of the 1972,Bonds such amount which shall at least equal in the aggregate (i) the principal amount of the Out- standing Bonds maturing subsequent to May 1, 1985 and (ii) the amount of the redemption premium applicable to ,the Outstanding Bonds to be redeemed on May 1, 1985. D. From time to time pay the amount of fees and ex- penses agreed upon prior to the delivery of the 1,972 Bonds by the parties hereto, when incurred by the Paying Agent and ',the Escrowee in connection with the retirement of the Outstanding Bonds. E. Not require any investment of moneys held in the Re- tirement Fund which would render the 1972 Bonds or cause the same to be adjudged "arbitrage bonds" under Section 103 (d) of the Internal Revenue Code. F. Deposit into the Sinking Fund for the 1972 Bonds all income and earnings received from the Escrowee pursuant to Section 4 B (2) below and apply the same pursuant to the ordinance. G. Withdraw from the Sinking Fund for the Outstanding Bonds and transmit to the Paying Agent for such Bonds, the neces- sary amounts on the proper date to pay the principal and interest becoming due on the outstanding Bonds to and including May 1, 1985. 2. The Escrowee determines and agrees that the instruc- tions to the Escrowee contained in the Ordinance of the City enacted 1972 referred to in the next to last paragraph of the preamble of this Agreement and delivered to the Escrowee pur- suant to paragraph 1 A hereof are satisfactory. 3. The City shall also deliver to the Es,crowee immediately prior to the delivery of the 1972 Bonds, a certificate stating that in the opinion of the City, the matured value of the Certificates of Deposit as set forth in Exhibit "A" hereto, shall at least equal in the aggregate the amount sufficient to provide as of May 1, 1985 for the retirement of the outstanding Bonds maturing in years ,1985 to 2003 inclusive, as such term is defined in the Ordinance. 4. The Escrowee shall: A. Deposit the portion of the proceeds of the 1972 Bonds received from the City in accordance with paragraph 1 C hereof in- to a trust fund created pursuant to the Ordinance and therein re- ferred to as the "outstanding Obligation Retirement Fund" or "Re- tirement Fund". All moneys in the Retirement Fund shall be held in trust and applied solely for t:;he purpose of retiring the outstand- ing Bonds maturingcubsequent to November 1, 1984 in the manner here- in provided. B. (1) Invest and reinvest such moneys held, in the Re- tirement Fund, pursuant to paragraph A above, in Certificates of Deposit as directed by ordinance of the City delivered to the Es- crowee in such amount and to mature on such date as set forth in Exhibit "A". (2) Forthwith withdraw from the Retirement Fund all net income or earnings realized on such investments as received and transmit the same to the City for application pursuant to para- graph 1 F above. C. Not more than forty-five (45) days nor less than thirty (30) days prior to May 1, 1985, call for redemption on May 1, 1985, the Outstanding Bonds maturing in the years 1985 to 2003, inclusive, by publishing, filing and mailing a notice of such redempti0npursuant to the instructions and substantially in the form set forth in the Ordinance of the City adopted on , 1972, referred to in the next to last paragraph of ,the preamble of this Agreement, all in accordance with the re- quirements of the 1970 Ordinance. D. (1) On or prior to April 15, 1985 withdraw from the Retirement Fund and transmit to said Paying Agent sufficient moneys for the payment of the principal of and redemption premium due on the Outstanding Bonds to be redeemed on May 1, 1985. (2) Thereupon, withdraw the balance, if any, remaining on deposit in the Retirement Fund and transmit the same to the City for application pursuant to the requirements of the Ordinance. E. Upon delivery of all moneys in the Retirement Fund' pursuant to the Agreement, the Escrowee shall be, discharged from further duties. 5. If the holders of any of the Outstanding Bonds (in- cluding coupons maturing on or prior to May 1, 1985) fail to pre- sent the same for payment on or prior to May 1, 1985, the Paying Agent for the Outstanding Bonds shall return to the City any of such sums set aside and reserved pursuant to paragraph 4 D hereof. Such payment to the City shall discharge the paying Agent from all duties and responsibilities hereunder or in respect to any of such out-' standing Bonds and coupons. 6. The Escrowee may construe any of the provisions of this Agreement as they may appear to be ambiguous or inconsistent with any other provisions hereof; and any construction of any such pro- vision hereof by the Escrowee, in good faith, shall be binding on the parties hereto. 7. All recitals herein, except those relating to the due organization of the Escrowee, are made by the City, and the Escrowee shall have no responsibility or liability whatsoever for (i) any of the recitals berein,except those relating to'its own due organ- ization, (ii) the performance of and/or compliance with any cove- nant, condition or provision of the Ordinance by the City and (iii) any undertaking or statement of the City hereunder or under any other agreement or resolution or instruments. The Escrowee under this Agreement shall, hold all moneys hereunder in trust for the Bonds, as herein provided. benefit of the holders of the Outstanding In the performance by the Escrowee of its duties hereunder, the Escrowee shall take and perform only such actions as are specifically provided to betaken or performed by the express provisions of this Agreement and the Escrowee shall have no , implied actions or duties hereunder. 8. The Escrowee shall not be responsible or accountable to anyone for any reason whatsoever, with respect to the ,validity of this Agreement, or 'for' any act done or omitted by it in good faith, or for anything whatever in connection with this Agreement, except for its own wilful misconduct or failure to exercise reasonable care in the performance of any duty to be performed by the Escrowee hereunder. The City shall indemnify the Escrowee and hold it harmless from any liability, claim or damage that it may incur by acting in good faith, and exercising reasonable care, in accordance with the provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF CLERMONT, FLORIDA By Mayor (SEAL) ATTESTED AND COUNTERSIGNED: City Clerk (SEAL) By Trust Company of Florida , Escrowee By Vice President THE BANK IS PROHIBITED BY FEDERAL LAW FROM PAYING CERTIFICATES OF 4083 DEPOSIT IN WHOLE OR IN PART BE FIRST NATIONAL BANK FORE MATURITY, E,XCEPT AS PROVIDED OF MAITLAND MAITLAND, FLORIDA BY LAW. March 2 1973 TRUST COMPANY OF FLORIDA AGENT FOR CITY OF CLERMONT, FL. WATER & SEWER BONDS OF 11/1/70 REDEMPTION ESCROW HAS DEPOSITED IN THIS BANK FIRST NATIONAL DOLLARS $ 770, 000.00 -144- ~ Payable to the registered paYee , months after date upon return of this certificate properly endorsed with interest from date at 5 per cent per annum. No interest will be paid after maturity. This certificate of deposit may be assigned with the approval of the Bank. The assignment and approval must be entered on back hereof. This certificate of deposit is subject to the rules and regulations as prescribed by the Federal Reserve System AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE If INTEREST PAYABLE ANNUALLY, THE EXTRACTS FROM THE MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL OF CITY OF,CLERMONT, FLORIDA Held on the 13th day' of FEBRUARY, 1973 The City Council of City of Clermont, Florida met in Regular meeting at Council Chambers in the City of Clermont, Florida at 7:30 o'clock pm on the 13th day of february, 1973 the place,hour, and date duly established 'for the hold- ing of such meeting. The MAYOR called the meeting to order and on roll call the following answered present: CLAUDE E'. SMOAK,JR. CHARLES B. BEALS DON E. SMITH CARLISLE A. BYRD,JR. GEORGE SCHROEDEL and the following were absent: The MAYOR declared a quorum present. A Resolution entitled: ' NUMBER 203 RESOLUTION AUTHORIZING,EMPOWERING AND DI'RECTINGTHE MAYOR, CITY,' CLERK, AND CITY ATTORNEY OF THE CITY OF CLERMONT, FLORIDA, OR ANY ONE OF SUCH OFFICERS TO TAKE SUCH ACTION AND STEPS AND TO EXECUTE SUCH INSTRUMENTS NECESSARY OR DESIRABLE IN THE ISSUANCE AND DELIVERY OF $1,540;000 WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 1972 OF SUCH CITY DATED NOVEMBER 1, 1972 was introduced by Mr. BEALS Said Resolution was then read in full and discussed and considered. . Mr. BEALS then moved the adoption of the Resolution as introduced and read. Mr. BYRD seconded the motion, and, on roll call, the following voted "Aye": SMOAK, SMITH, BEALS, BYRD AND SCHROEDEL and the following voted "Nay": The MAYOR thereupon declared the motion carried and the Resolution adopted as introduced and read. * * * * * * * * * * There being no further business to come before the meeting, upon motion duly made and seconded, the meeting was adjourned. C E R T I F I CAT E I, Dolores W. Carroll, Clerk of the City of Clermont, Florida, do hereby certify as follows: 1. The principal amount of all outstanding Water and Sewer Revenue Bonds of the City, dated November 1, 1970, as of the date of this certificate is $1,700,000 2. The principal amount of all outstanding Water and Sewer Revenue Bonds of the City, dated November 1, 1970, maturing in the years 1985 to 2003, inclusive, as'of the date of this certificate is $1,495,000.00. 3. The aggregate amount of redemption premium applicable to such outstanding Bonds maturing in the years 1985 to 2003, in- elusive, which are redeemable and which are to be'redeemed on May 1, 1985 is $44,850 4. The amount of moneys on deposit to the credit of the outstanding Bonds Reserve Account is $27,500 IN WITNESS WHEREOF, I have hereunto set my hand and af- fixed the seal of the City of Clermont, Florida, this 2nd day of March, 1973. City Clerk, City of Clermont, Florida STONE & YOUNGBERG MUNICIPAL FINANCING CONSULTANTS, INC. March 12, 1973 Honorable Don Smith Mayor, City of Clermont City Hall Clermont, Florida Dear Mayor Smith: This is to advise you that all details of the refunding of the City of Clermont Water & Sewer bonds, Series 1970, have been finalized. We would like to expres s our appreciation to you, your counsel and your staff for the excellent cooperation we received throughout the entire proj ect . It ha s been a plea sure working with you a nd we look forward to being of service to you again with any of your future financing re- quirements . Sincerely yours, Robert R. Powell Assistant Vice President 965 HARTFORD BUILDING - POST OFFICE BOX 2.145 - ORLANDO, FLORIDA - (305) 841.8270 March 2, 1973 The City of Clermont Clermont, Florida Gentlemen: I will mail you a duplicate deposit for $32,056.67 on March 2, 1973 THE FIRST NA'IIONAL BANK OF MAITLAND By S G Cash, Assistant Vice President