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Home My WebLink About1996-113 , " . . . vI ., RESOLUTION NO. 96-113 A RESOLUTION AUTHORIZING THE ESTABLISHMENT OF AN ESCROW ACCOUNT FOR THE LEVY WALL PROJECT WHEREAS, the Department of Army, Corps of Engineers has undertaken the construction and reconstruction of a levy wall system in the St. Croix River in Stillwater; and, WHEREAS, as part of the administration of the contract, the Department of the Army has requested that the City of Stillwater enter a three (3) party agreement between the City of Stillwater, its escrow agent the Firstar Trust Company and the Federal Government which will be used to administer the funds necessary for the construction of the project; and, WHEREAS, the City Treasurer and the City Attorney have reviewed the Escrow Agreement attached to this Resolution as Exhibit" A" . NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. That the Escrow Agreement attached as Exhibit "A" be and the same hereby is approved and the Mayor is authorized and directed to execute this Agreement on behalf of the City. Enacted by the City Council this 7th day of May, 1996. ATTEST: ., ,.' \, ~ . I. . . ESCROW AGREEHENT FOR CONSTRUCTION OF THE LEVEE WALL SYSTEM. ST. CROIX RIVER AT STILLWATER. MINNESOTA This agreement, made and entered into this 22nd day of May 19~. by and between the city of Stillwater. Minnesota (hereinafter referred to as the "Local Sponsor"), the Department of the Army (hereinafter referred to as the "Government") and Firstar Trust Company, (hereinafter referred to as the "Escrow Agent"), WITNESSETH THAT: WHEREAS, on April 22nd, 1996, the Local Sponsor and the Government entered into a Project Cooperation Agreement for the construction of the Levee Wall System, St. Croix River at Stillwater, Minnesota; and WHEREAS, pursuant to the Project Cooperation Agreement, the Local Sponsor is required to contribute, over the period of construction of the proj ect, a cash contribution calculated in accordance with said Agreement; and WHEREAS, the Local Sponsor and the Government have agreed that the required contribution may be deposited into an escrow account and held therein until the Government withdraws the funds in accordance with the Project Cooperation Agreement; and WHEREAS, the Escrow Agent has agreed to serve as depository for the escrow account and to accept appointment as Escrow Agent; NOW, THEREFORE, the parties agree as follows: 1. The Firstar Trust Company is hereby appointed as the Escrow Agent for the Local Sponsor and is designated the depository for the monies delivered by the Local Sponsor pursuant to the aforementioned Project Cooperation Agreement. The Escrow Agent shall establish the "Stillwater Levee Wall System Construction Fund" (hereinafter referred to as the "Escrow Account"), into which shall be deposited the funds delivered by the Local Sponsor. 2. In accordance with the method of payment provisions of the Project Cooperation Agreement, the Local Sponsor shall absolutely and irrevocably deliver to the Escrow Agent the funds required to be provided to the Government during the construction period. I ,," > ( , 3. To the extent the Local Sponsor authorizes the Escrow Agent to invest the funds in any instrument other than an interest-bearing account, savings ~ certificate, or certificate of deposit of the Escrow Agent itself, such investment shall be only in direct obligations of the Government of the United States of America or in obligations of agencies or insurers that are guaranteed by the Government of the United States of America. Any instrument must be subject to redemption on or prior to the dates the funds will be needed by the Government. 4. The funds held in the Escrow Account shall earn interest at a rate as the Escrow Agent and Local Sponsor may mutually agree. Interest on the funds deposited shall accrue and belong to the Local Sponsor. Interest shall be payable to the Local Sponsor as the Escrow Agent and the Local Sponsor may agree. Interest earned shall be separated from capital by either directly depositing it in a separate account or transferring in to a separate account immediately after it has been accrued. 5. The Government, acting pursuant to the terms of the Project Cooperation Agreement, shall have the sole and unrestricted right to draw upon all or any part of the funds deposited in the Escrow Account. A written demand for wi thdrawal shall be made to the Escrow Agent by the District Engineer, U. S. Army Engineer District, St. Paul, or his designee, with a copy of said demand provided to the Local Sponsor. Within ten (lO) days of receipt of the demand, the Escrow Agent shall pay to the Government the amount requested to the extent such amount does not exceed the balance available in the Escrow Account. All payments shall be in the form of bank drafts payable to the "FAO, USAED, St. Paul", and shall be mailed or otherwise delivered to the Government as specified below in _ paragraph 9. ., 6. Upon receipt of signed certification by the Government that no further demand for payment of money will be made, the Escrow Agent shall complete a final accounting of other obligations required under this agreement, and pay over any remaining balance to the Local Sponsor. 7. The fee to be paid to the Escrow Agent for the services provided hereunder shall be as the Escrow Agent and the Local Sponsor may mutually agree. Any fee paid to the Escrow Agent shall be the sole responsibility of the Local Sponsor. The Escrow Agent shall have no right to deduct monies from the principal escrow sum to pay for its services. In the event the Local Sponsor fails to make payment to the Escrow Agent for its services, all claims for such payment shall be made directly against the Local Sponsor. The Government shall not be responsible for any costs attributable to the establishment, maintenance, administration, or any other aspect of the Escrow Account. 8. Account statements shall be rendered by the Escrow Agent to the Local Sponsor and the Government once monthly, and shall show deposits, disbursements, and balances and the dates thereof. Upon receipt by the Escrow Agent of the certification specified in paragraph 5 above, the Escrow Agent shall prepare a final accounting showing all transactions relating to the Escrow Account and provide said accounting to the Local Sponsor and the Government at the addresses shown in paragraph 9. ~ 't ' . . . 1- . . 9. It is understood and agreed that the Escrow Agent shall not be liable or responsible to ascertain the terms or conditions of any proviSion of the aforementioned Project Cooperation Agreement between the Local Sponsor and the Government. It is further understood and agreed that if any controversy arises between the Government and the Local Sponsor, or with any other party with respect to the subject matter of the Agreement, the Escrow Agent is authorized, unless precluded by order of a court of competent jurisdiction, to disburse monies to the Government in accordance with the terms of this Agreement. 10. All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and delivered personally, given by prepaid telegram, or mailed by first-class (postage prepaid), registered, or certified mail, as follows: If to the Local Sponsor: Honorable Jay Kimble Mayor of Stillwater 216 North 4th Street Stillwater, Minnesota 55082 (612) 439-6121 If to the Government: District Engineer U.S. Army Engineer District, St. Paul Attention: Finance and Accounting Officer 190 Fifth Street East St. Paul, Minnesota 55101-1638 (612) 290-5284 If to the Escrow Agent: Bill Caruso Firstar Trust Company 615 East Michigan Street Milwaukee, WI 53202 (414) 287-3908 11. Nothing in this Agreement shall be considered as vesting title in the Escrow Agent to the amount deposited, except as Escrow Agent for the Local Sponsor and the Government for the purposes set forth herein. Title to said funds shall not vest in the Government until payment to the Government is made as provided herein. ~------------------- I I I I I I I /" ~ ., ( 12. This Agreement shall take effect upon the initial deposit of funds into the Escrow Account by the Local Sponsor and shall continue in full force until the certification specified in paragraph 6 hereof is received by the Escrow Agent and the balance remaining is returned to the Local Sponsor, unless earlier terminated by the written mutual agreement of the Local Sponsor and the Government. . 13. This Agreement may not be amended except by written modification signed by the parties hereto. IN WITNESS WHEREOF, the Local Sponsor, the Government, and the Escrow Agent have executed this Agreement on the date first above written. THE CITY OF STILLWATER by: THE DEPARTMENT OF THE ARMY by: ~)6il-}J-(C- L.. J. M. W ik r~ Colonel, Corps of Engineers District Engineer ~~~~ V.J 't--/L~ /Z2??C/L ~~: . . ' .. ' '1. ,. MAY 20 , '36 11: 24 FR FIRSTAR CORP TRUST 13 : 2.3 fAX U2 )'_90 5258 ( F- ( 414 287 3904 TO 916122293713 CENCS-Pr'-PH P.02/03 !4I006 ~ 05/17196 . . . ," 12. This Agreement shall cake effect; upon the initial deposit: of funds into the Escrow Account: by the Loca.l S~onsot and shall cotltinue in full forc4 until the c.ertification specified ,in pAragraph 6 ,hereof is received by !:he Escrow Agent: and the ballmCe 1:emainint is ree1rn.ad l::O t:hc lAC801 Sponsor, unless earlier t:erminaI;ao by che vr:i~1:e1l 1lIUt.ua.l agTeemenc: of t:h8 I..ocs.l SpOtlSor and the Govc:rnment. 1~. This Agreement may not: be. l!l!Ilend.ed. ax..c.ept by "W'ritten modificacion oignad by che psr"Ciel> heret:o. IN VI~ESS WnEOF. the Local Spotlsor. the Go'Vernm.enr:: I 81'ld tl\e Esc.rov Agent have exe.euted this' Ag'raeme.n~ on the ~te !lrs1: a.bove wt'itten. 'l1iE CITY OF snllWATER. by: Honorable JAY l{i~ble ~ayor of s~illv.ter 1'BX DI!PARTMENT OF !HZ AIDrf. by: J. H. Wonsik Colonel. COr?s of RnginQ$rs Di~rrict Zngineer attes t.; D./'. J M^\ :) 1\ ,..,....~-r'. ~- SECRLTARY ,_.' . It\l.:j.IJ'\-..J....IUlh\\d Cll PAGE. 05