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EL185-67-687630.v1
<br />CROSSOVER REFUNDING ESCROW AGREEMENT
<br />
<br />
<br />GENERAL OBLIGATION SEWER REVENUE
<br />BONDS, SERIES 2014B
<br />
<br />
<br /> THIS AGREEMENT, dated December __, 2020, made pursuant to Minnesota Statutes,
<br />Section 475.67, Subdivision 13 (the “Act”) and executed by and between the City of Elk River,
<br />Sherburne County, Minnesota (the “City”), and Zions Bancorporation, National Association,
<br />Chicago, Illinois, a ______________ corporation whose deposits are insured by the Federal
<br />Deposit Insurance Corporation and whose capital and surplus is not less than $500,000
<br />(the “Escrow Agent”):
<br />
<br /> WITNESSETH: That the parties hereto recite and, in consideration of the mutual
<br />covenants contained herein, covenant and agree as follows:
<br />
<br /> 1. The City, in accordance with a resolution adopted by its governing body on
<br />December 7, 2020, entitled “A Resolution Awarding the Sale of Taxable General Obligation
<br />Sewer Revenue Refunding Bonds, Series 2020C; in the Original Aggregate Principal Amount of
<br />$7,295,000, Fixing Their Form and Specifications; Directing Their Execution and Delivery;
<br />Providing for Their Payment; Providing for the Escrowing and Investment of the Proceeds
<br />Thereof; and Providing for the Redemption of Bonds Refunded Thereby” (the “Resolution”), a
<br />certified copy of which has been filed with the Escrow Agent, has provided for the refunding of
<br />the City’s $10,000,000 General Obligation Sewer Revenue Bonds, Series 2014B, dated August
<br />21, 2014, of which $7,040,000 in principal amount is subject to redemption and prepayment on
<br />February 1, 2022 (the “Refunded Bonds”), by the issuance and sale of refunding obligations,
<br />designated as “Taxable General Obligation Sewer Revenue Refunding Bonds, Series 2020C”
<br />(the “Refunding Bonds”).
<br />
<br /> 2. The City has also, in accordance with the Resolution, issued and sold the
<br />Refunding Bonds in the principal amount of $7,295,000, and has received proceeds of the Bonds
<br />in the amount of $____________ (par amount of $7,295,000, plus a premium of $__________,
<br />less underwriter’s discount of $__________). The City has deposited proceeds of the Bonds less
<br />(a) the amount of $__________ to be applied by the City to payment of costs of issuance of the
<br />Refunding Bond, and (b) the amount of $___________ representing the rounding amount, to be
<br />transferred to the City for deposit in the Debt Service Account, plus $__________ transferred
<br />from debt service fund of the Refunded Bonds in the aggregate amount of $____________ with
<br />the Escrow Agent to be allocated as follows: (i) the amount of $___________ in the Escrow
<br />Account (as defined herein) shall be invested in securities which are general obligations of the
<br />United States, securities whose principal and interest payments are guaranteed by the United
<br />States, and securities issued by agencies of the United States (collectively, the “Federal
<br />Securities”), as described in the Escrow Verification Report which is attached hereto, marked
<br />Exhibit A and made a part hereof; and (ii) the amount of $______ in the Escrow Account to be
<br />held by the Escrow Agent as the initial cash deposit in the Escrow Account to remain uninvested.
<br />The Federal Securities and initial cash deposit will be irrevocably deposited with the Escrow
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