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- 12- 10. (a) The form of the Escrow Deposit Agreement, dated as of April, 1992 (the "Escrow Deposit Agreement"), by and between the City and The Chase Manhattan Bank, N.A., as Escrow Agent (the "Escrow Agent"), presented to and filed with the minutes of the meeting of the Council at which this resolution is being adopted, and the terms, conditions and provisions thereof, are hereby approved, ratified and confirmed by the Council, and the City Manager is hereby authorized and directed to execute and deliver to the Escrow Agent the Escrow Deposit Agreement in substantially such form, together w/th such changes as shall be approved by the City Manager upon the advice of counsel (including the City Attorney and Bond Counsel), such approval to be conclusively evidenced by his execution thereof. (b) The appointment of The Chase Manhattan Bank, N.A., as Escrow Agent under the Escrow Deposit Agreement is hereby approved, ratified and confirmed by the Council. (c) The City Manager and the Director of Finance of the City, or either of them, are hereby authorized to execute, on behalf of the City, subscriptions for United States Treasury Obligations - State and Local Government Series. to be purchased by the Escrow Agent from moneys deposited in the 1992 Escrow Deposit Fund created and established under the Escrow Deposit Agreement. Such United States Treasury Obligations - State and Local Government Series so purchased shall be held by the Escrow Agent under and in accordance with the prov/sions of the Escrow Deposit Agreement. (d) The Council hereby designates the Refunded 1975 Port Improvement Bonds for redemption on May 8, 1992 in accordance with the provisions of the aforementioned resolutions authorizing the issuance of the Port 1975 Improvement Bonds adopted by the Council on September 29, 1970 and October 10, 1975 and authorizes the City Manager and the Director of Finance to take all such actions as they shall be deem to be necessary or desirable to effect the redemption of the Refunded 1975 Port Improvement Bonds on such date. 11. The action of the City Manager, the Director of Finance and other officials, employees, agents and attorneys of the City in negotiating the sale of the Bonds, and all actions and proceedings heretofore taken by the Council, the City Manager, the Director of Finance and the other officials, employees, agents and attorneys of the City in connection with the authorization, issuance and sate of the Bonds (including the preparation and distribution of the Preliminary Official Statement relating to the Series 1992 Bonds) are hereby ratified, confirmed and approved. 12. The Director of Finance is directed to hold the good faith check submitted by the Underwriter at the time of the execution of the Purchase Contract and to return such good faith check to the Purchasers at the time of the delivery of and payment for the Bonds or otherwise to apply such check in accordance with the terms of the Purchase Contract.