274973 WHIT£ - CITY �LERK COUnCIl /_.� Lj���
PINK � FINANCE G I TY OF SA I NT PA U L� �
C�NARV - 7EP4RTMENT }�
BLUE -�AVOR File � NO.
C uncil Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
RFSOLUTION APPROVING INCLUSION OF
"PARI'fY LOANS" IN THE BELOW MARKET IN'fEREST �
RATE PROGRAM AND AUTHORIZING THE
EXECUTION OF DOCUMENTS IN CONNECTION THEREWITH
WHEREAS,
(a) The City has issued its $50,000,000 Homeownership Mortgage Revenue
Bonds, dated as of April 1, 1979 (the "Bonds") for the purpose of financing the Below
Market Interest Rate Program (the "BMIR Program"); and
(b) The staff of the Department of Planning and Economic Development,
Renewal Division, and First Grand Avenue State Bank and Western State Bank of
St. Paul have proposed that certain Bond proceeds be combined with conventional
funds provided by said banks for the purpose of making mortgage loans (hereinafter
referred to as "Pazity Loans") with respect to real properties located in Redevelopment
Areas within the City; and
(c) The Council has been advised that inclusion of Parity Loans in the BMIR
Program will not lower the rating originally given the Bonds by Moody's Investors
Service, Inc. and that inclusion of Parity Loans in the BMIR Program is permitted
and authorized by Chapter 260, Laws of Minnesota for 1975, Chapter 72, St. Paul,
Minnesota, Administrative Code, and by the Indenture of 'frust, dated as of April
1, 1979, as supplemented, entered into between the City and Ficst Trust Company
of Saint Paul, as trustee (the "Trustee"), pursuant to which the Bonds were issued.
COU[VCILMEN Requested b partm f:
Yeas Nays
In Favor
_ Against BY
Form Approved by City Attorney
Adopted by Council: Date
Certified Passed by Council Secretary By
B�' �� L
Approved by 17ayor. Date App�Y Mayor for Subm s ion o Council
By _ B�
�"�4�'73
NOW, THEREFORE, be it resolved by the City Council of the City of Saint Paul,
Minnesota, as follows:
1. The following documents, including the exhibits referred to therein and all
to be dated as of June 1, 1980 unless otherwise noted, have been submitted to the Council
for approval:
a. Supplemental Indenture of Trust, by and between the City and the Trustee;
b. An Amendment to Program Administration Agreement, by and between
the City and Banco Mortgage Company, as Program Administrator (the "Program
Administrator") and accepted by the Trustee;
c. An Amendment to Seller's Agreement, by and between the City, the Program
Administrator and Western State Bank of St. Paul ("Western State"), as Seller, and
accepted by the Trustee;
d. An Amendment to Mortgage Servicing Agreement, by and between the
Trustee, the Program Administrator and Western State, as Servicer, and accepted
by the City; and
e. A Mortgagee Agreement, by and between the Trustee, Western State and
First Grand Avenue State Bank, and accepted by the City.
2. It is hereby found, determined and declared that inclusion of Parity Loans in
the BMIR Program on the terms and conditions set forth in the Supplemental Indenture
of Trust, Amendment to Program Administration Agreement, Amendment to Seller's Agreement,
Amendment to Mortgage Servicing Agreement and Mortgagee Agreement will further the
purposes of the BMIR Program by:
a. Promoting the public welfare by maintaining, providing and preserving
an adequate housing stock within the City;
b. Rehabilitating and improving various blighted residential areas and preventing
or slowing the development of blighted areas; and
c. Making available mortgage credit for new construction, and by making
available mortgage credit for would be purchasers of housing units upon terms and
conditions not otherwise affordable to such would be purchasers upon the terms and
conditions available in the private mortgage credit market.
3. It is further found, determined and declared that:
a. The inclusion of Parity Loans in the BMIR Program is consistent with,
and in furtherance of, the provisions of Chapter 260, Laws of Minnesota for 1975,
Minnesota Statutes, Chapter 462A, and Chapter 72, St. Paul, Minnesota,
Administrative Code.
b. The inclusion of Parity Loans in the BMIR Program will not diminish or
reduce the right of the Holders of the Bonds to the payment of principal, premium,
if any, and interest on the Bonds.
WHITE - CITV CLERK ���� /�
PINK - FINANCE COUIICIl � I
C/RJA.Ry -�DEPARTMENT GITY OF SAINT PALTL File NO.
BLUE - MAVOR
Council Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
4. Subject to the approval of the City Attorney, the forms of the Supplemental
Indenture of Trust, Amendment to Program Administration Agreement, Amendment to
Seller's Agreement, Amendment to Mortgage Servicing Agreement and Mortgagee Agreement,
are directed to be executed or accepted in the name and on behalf of the City by the Mayor,
Director of Planning and Economic Development, Director of Finance and Management
Services and the City Clerk, as appropriate, upon execution thereof by the Trustee, Program
Administrator, Western State and First Grand Avenue State Bank. Copies of all the documents
necessary to the transactions therein described shall be delivered, filed and recorded as
provided therein.
5. The Mayor and City Clerk and other officers of the City are authorized and
directed to prepare and furnish to Bond Counsel, the Trustee, and other parties as approved
by the City Attorney, when issued, certified copies of all proceedings and records of the
City relating to the documents described in paragraph 1 hereof, and such other affidavits
and certificates as may be required to show the facts relating to such documents as such
facts appear from the books and records in said officers' custody and control or otherwise
known to them; and all such certified copies, certificates and affidavits, including any
heretofore fumished, shall constitute representations of the City as to the truth of all
statements made by the City and contained therein.
COUNCILMEN Request by D art of:
Yeas Nays
�r MC����n In Favor
Hozza
Hunt
Levine __ Against BY
Maddox
Showalter
Tedesco MqY 2
Adopted by uncil Date � 19� Form Approve y City Attorn
:
Cerlifi Pas• by ou '1 ecretary BY
t#ppr e b INavor. _ MAY ,`J,, 7 �980 A ro e by Mayor for Sub i s on to Council
R 1
B - Vy
� �;IRUSH�D MAY 3 1 1980
.
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2`���'7�
RHM: 3/31/80; 4/8/80; 4/24/80; 5/19/80
CITY OF SAINT PAUL
RAMSEY COUNTY, MINNESOTA
TO
FIRST TRUST COMPANY OF SAINT PAUL,
AS TRUSTEE
SUPPLEMENTAL INDENTURE OF TRUST
DATE D AS OF 1, 19 8 0
$50,000,000 HOME CJWNERSHIP MORTGAGE REVENUE BONDS
This Instrument Drafted By:
Briggs and Morgan
Professional Association
2200 First National Bank Building
Saint Paul, Minnesota 55101
SIIPPLEMENTAL INDENTURE OF TRUST • �
THIS StJPPLEMENTAL INDENTURE OF TRUST, dated as of
1, 1980, is made and entere�3 into by and
between the City of Saint Paul, Minnesota (the "City") , a
municipal corporation organized and exi'sting under the laws of
the State of Minnesota, and First Trust Company of Saint Paul,
Saint Paul, Minnesota, a corporation duly organized, existing
and authorized to accept and execute trusts of the character
herein set out under and by virtue of the laws of the State of
Minnesota, with its principal office located in Saint Paul.,
Minnesota, as Trustee ( the "Trustee" ) .
WITNESSETH:
RECITALS .
WHEREAS, Chapter 260 of the Minnesota Laws of 1975
(the "Act") provides that preservation of the quality of life
in a major metrapolitan city is dependent upon the maintenance,
provision and preservation of an adequate housing stock and
that accamplishing this ob�ective is a public purpose; and
WSEREAS, the Act provides that would-be purchasers or
providers of housing units in the City are either unable to
afford mortgage credit at market rate of interest or obtain
mortgage credit because the mortgage credit mar3set is severely
restricted; and .
WHEREAS, the Act provides that the City may develop
and administer a program to make or purchase below market
interest rate mortgage loans to finance or refinance the
purchase of housing units intended for use as a principal place
of residence located anywhere within its boundaries, for
occupancy primarily by persons of low and moderate income to
achieve such purpose; and
WHEREAS, the Act requires that in developing such a
program the City consider, among other things, the need for
rehabilitating housing units and the need for additional
mortgage credit to encourage the purchase of housing units
which are located on property which governmental bodies or
agencies have acquired and made suitable for housing
construction; and
WHEREAS, the City and the Trustee entered into an
Indenture of Trust dated as of April 1, 1979 (the "Indenture") ,
with respect to the City's $50,000,000 Home Ownership Mortgage
Revenue Bonds as part of the Program (as defined in the
Indenture) which was established to meet the needs described in
the Act; and
WHEREAS, the City and the Trustee now wish to enter
into this Supplemental Indenture of Trust (the "Supplem�ntal
Indenture") to meet the needs described in the Act and to make
certain changes which are not to the prejudice of the
bondholders, as authorized by Section 10-1 of the Indenture;
2
WHEREAS, the Program is being administered on behalf
of the City and Trustee by Banco Mortgage Company, an Iowa
corporation (the "Program Administrator") , pursuant to an
agreement ( the "Program Administration Agreement") by and
between the City, the Trustee and the Program Administrator;
and the proceeds from the sale of Bonds by the City are being
used to carry out the Program by acquiring mortgage loans
("Mortgage Loans") to be originated and sold to the City by
various lending institutions pursuant to mortgage loan selling
agreements (the "Seller's Agreements") by and between each
lending institution, the City, the Program Administrator and
the Trustee and serviced by various financial institutions
pursuant to mortgage loan servicing agreements ( the "Servicing
Agreements") by and between each financial institution, the
City, the Program Administrator and the Trustee; and said
agreements (collectively the "Agreements") have all been duly
executed by the parties thereto; and
WHEREAS, the parties to said Agreements have entered
into and executed amendments to said Agreements in connection
with this Supplemental Indenture; and
WHEREAS, the execution, delivery and performance of
this Supplemental Indenture and the amendmerits to the
Agreements outlined above have been duly authorized by the City
pursuant to a Resolution adopted by the City Council on
, 1980, and approved by the Mayor of the City, and
all conditions, acts and things necessary and required by the
3
laws of the State of Minnesota or otherwise to exist, to have
happened, or to have been performed precedent to and in the
execution and delivery of this Supplemental Indenture have
happened and have been performed in regular form, time and
manner; and �
WHEREAS, the Trustee has power to enter into this
Supplemental Indenture and said amended Agreements and has
accepted the rights, functions and obligations of the Trustee
under said amended Agreements and in evidence thereof has
joined in the execution hereof:
NOW, THEREFORE, for and in consideration of the
mutual agreements hereinafter contained, the City and the
Trustee agree as follows:
ARTICLE 1
DEFINITIONS
Words and terms capitalized but not otherwise defined
herein shall have the same meanings ascribed to them in the
Inden ture as the same may be from time to time amended or
supplemented in accordance with the terms thereof, unless the
context or use indicates a different meaning or intent. -
ARTICLE 2
AMENDMENT OF PROVISIONS OF INDENTURE
Section 2-1. Amendment to Definition of "Mortgage
Loan" in Section 1-1 of the Indenture. The definition of
4
"Mortgage Loan" in Section 1-1 of the Indenture is hereby
amended in its entirety to read as follows:
Mortgage Loan: An interest bearing loan to a
Mortgagor, funded in whole or in part from
Bond proceeds, secured by a Mortgage,
evidenced by one or more Mortgage Loan Notes,
and purchased in whole or part by the City,
and, with respect to that portion of the
Mortgage Loan funded with Bond proceeds,
recorded in the name of the Trustee under
this Indenture;
Section 2-2. Amendment to Definition of "Mortgage
Pool Insurance Policy" in Section 1-1 of the Indenture. The
definition of "Mortgage Pool Insurance Policy" in Section 1-1
of the Indenture is amended in its entirety to read as follows:
Mortgage Pool Insurance Policy: A mortgage
insurance policy subject to the Pool Limit
and carried by a Qualified Insurer providing
insurance covering 100$ of all losses (after
payment under any primary mortgage insurance
or guaranty, and then only with respect to
� the in teres t of the Ci ty in the Mortgage
Loans) by reason of defaults on Mortgage
Loans;
5
Section 2-3 . Amendment of Definition of "Revenues" �
in Section 1-1 of the Indenture. The definition of "Revenues
in Section 1-1 of the Indenture is hereby amended by addition
thereto of the following:
provided, however, that Revenues shall not
include amounts otherwise included in this
definition, but attributable, pursuant to any
mortgagee agreement entered into by the
Trustee, to a Mortgage Loan Note purchased by
a financial institution for its own account
and no t for the accoun t of the Ci ty;
Section 2-4. Amendment to Section 4-7 of the �
Indenture. Section 4-7 of the Indenture is hereby amended in
its entirety to read as follows:
Section 4-7. Possession and Inspection
of Mortgage Notes. The Trustee shall retain
possession of the Mortgage Loan Notes
purchased by the City and release them only
in accordance with the provisions of this
Indenture and the Agreements. The City and
the Trustee covenant and agree that all books
and documents in their possession relating to
the Mortgage Loan receipts and to the
distribution of proceeds thereof shall at all
times be open to inspection by such
6
accountants or other agencies as the other
party may fram time to time designate.
Section 2-5. Amendment to Section 4-11 of the
Indenture. Section 4-11 of the Indenture is hereby amended in
its entirety to read as follows: �
Section 4-11. Mortgage Pool Insurance
and Special Hazard Insurance. The City �
covenants that on or before delivery of the
Bonds hereunder, it will obtain and deliver
to the Trustee a Mortgage Pool Ins.urance
Policy and Special Hazard Insurance Policy,
which policies shall be in full force and
effect. 7.'he Trustee covenants that it shall
maintain said insurance policies in full
force and effect until such time as this
Indenture is discharged as provided in
Article VII hereof. In the event either of
such insurance policies should be cancelled
or terniinated, or the carriers thereof cease
to be Qualified Insurers, the Trustee
covenants that it shall exercise its best
efforts to obtain another policy with
coanparable protection from such other
Qualified Insurer as it shall select to the
end that a Mortgage Pool Insurance Policy and
7
Special Hazard Insurance Policy are
continuously in f ull force and effect;
provided that the Trustee shall determine
that the premium therefor will be affordable
in light of projected cash flow to and
available sums in the Funds and Accounts as
set forth in an Accountant's Certificate; and
provided further that the Pool Limit on the
Mortgage Pool Insurance Policy and Special
Hazard Insurance Policy may be based on the
remaining principal amount of the Mortgage
Loans, or portions thereof purchased by the
City, then outstanding.
Section 2-6. Amendment to Section 4-12(A) of
the Indenture. Section 4-12(A) of the Indenture is
hereby amended in its entirety to read as follows:
(A) Each Mortgage Loan to be purchased, from
the proceeds of Bonds and any Commitment
Fees and Builder-Developer Fees shall
conform to the terms, conditions,
provisions and limitations stated in
this Section 4-12 except to the extent, �
if any, that a variation therefrom is
required by any PMI or agency or
instrumentality of the United States
8
guaranteeing or insuring or otherwise
assisting in the payment of the Mortgage
Loan.
Section 2-7. Amendment to Section 4-12(H) of the
Indenture. Section 4-12(H) of the Indenture is hereby amended
in its entirety to read as follows:
(H) No Mortgage Loan, or any portion there-
of, shall be purchased from the proceeds
of the Bonds, unless the rate of in-
terest per annum on the Mortgage Loan,
or the portion thereof purchased from
Bond proceeds, is at least eight and
one-fourth percent (8-1/4$ ) , and the
purchase price of that portion of the
Mortgage Loan to be funded from Bond
proceeds is no greater than one hundred
percent (100$) of the outstanding
principal amount thereof to be purchased
from Bond proceeds plus or minus accrued
interest attributable to that portion of
the Mortgage Loan to be purchasec3 from
Bond proceeds to the date of purchase
plus one percent (1$) of the original
principal amount of the Mortgage Loan to
be purchased from Bond proceeds.
9
ARTICLE 3
MISCELLANEOUS
Section 3-1. Counterparts. This Supplemental In-
denture may be executed in counterparts, and each executed
counterpart shall constitute an original instrument, but all
such counterparts shall constitute but one and the same
instrument.
3-2.. Appli�cabilitv of Indenture. Except as
supplemented by this Supplemental Indenture, all of the pro-
visions of the Indenture shall remain in full force and effect
fro�n and af ter the ef fect ive date set forth above of this
Supplemental Indenture. ..
IN WITNESS WHEREOF, the City and the Trustee have •
caused this Supplemental Indenture� of Trust to be executed on
their behalf by their duly authorized officers and their �
corporate seals to be hereunto affixed and duly attested, all
as of the day and year first above written. �
CITY OF SAINT PAUL
By
Mayor
(S EAL)
BY
- Director of Finance and
Management Services
ATTEST:
By gy
City Clerk Director of Planning and
Econaanic Development
APPROVED AS TO FORM:
By
Assistant City Attorney
10
FIRST TRUST COMPANY OF SAINT PAUL
as Trustee
(SEAL) By
Vice President
ATTEST:
By
- Assistant Secretary
11
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RHM: 3/31/80; 4/8/80; 4/24/80; 5/19/80 ����"7�
CITY OF SAINT PAUL, MINNESOTA
AND
BANCO MORTGAGE COMPANY, as Program Administrator
AND
FIRST TRUST COMPANY OF SAINT PAUL, as Trustee
AMENDMENT TO PROGRAM AIk�tINISTRATION AGREEMENT
Dated as of 1, 1980
Relating to the
City of Saint Paul, Minnesota
$50,000,000
Home Owner Mortgage Revenue Bonds
AMENLMENT TO PROGRAM ADMINISTRATION AGREEMENT
THIS AMENDMENT TO PROGRAM ADMINISTRATION AGREEMENT,
dated as of , 1980, is entered into by and
between the City of Saint Paul, Minnesota, a Minnesota
municipality (the "City" ) , and Banco Mortgage Company, a � �
corporation organized under the laws of the State of Iowa, as
Program Administrator (the "Program Administrator" ) and is
accepted by First Trust Company of Saint Paul, as Trustee (the
"Trustee" ) under that certain Indenture of Trust, dated as of
Apzil 1, 1979 by and between. the City and Trustee (the
"Indenture" ) . �
WHEREAS, the City and Program Administrator entered.
into a Program Administration Agreement dated as• of March 12, �
1979 (the "Program Administration Agreement") , pursuant to
which the Program. Administrator is performing certain duties
which respect to the origination and servicing of Mortgage �
Loans (as defined therein) purchased from the proceeds of the
City of Saint Paul, Minnesota, $50, 000, 000 Home Ownership
Mortgage Revenue Bonds (the "Bonds" ) ; and
WHEREP,S, the City now wishes to include Parity Loans
(as hereinafter defined) in the Below Market Interest Rate
Program (the "BMIR Proyram" ) financed by the Bonds ; and
WHEREAS, the City, the Program Administrator and the
Trustee wish to enter into this Amendment to Program
Administration Agreement in connection with said Parity Loans;
NOW, THEREFORE, for and in consideration of the
mutual agreements hereinafter contained, the parties hereto
agree as follows:
ARTICLE I - DEFINITIONS
Words and terms capitalized but not otherwise defined
herein, or in the Program Administration Agreement, or any
supplements or amendments thereto, shall have the same meanings
ascribed to them in the Indenture when used herein, unless the
context or use indicates a different meaning or intent.
ARTICLE II - AMENDMENT OF PROVISIONS OF
PROGRAM ADMINISTRATION AGREEMENT
Section 2.01. Amendment to Definition of "Indenture"
in Section 1.01 of the Proqram Administration Agreement. The
definition of "Indenture" in Sectio� 1.01 of the Program Admin-
istration Agreement is hereby amended in its entirety as
follows:
Indenture: That certain Indenture of Trust dated
as of April 1, 1979, by and between the City and
the Trustee, pertaining to the Bonds, as the same
may be fram time to time supplemented in
accordance wi th the terms thereof;
Section 2.02. Amendment to Definition of "Mortgage
Loan" in Section 1.01 of the Program Administration Aqreement.
The definition of "Mortgage Loan" in Section 1.01 of the
Program Administration Agreement is hereby amended in its
entirety as follows:
2
Mort a e Loan: An interest bearing loan
inc u ing a Parity Loan) to a Mortgagor, funded
in whole or part from Bond proceeds, secured by a
Mortgage and evidenced by one or more Mortgage
Loan Notes;
Section 2.03. Amendment of Section 1.01 of the
Program Administration Agreement. Section 1.01 of the Program
Administration Agreement is amended by addition of the
following definition of "Parity Loan" and "Parity Lender" .
Parity Loan: A Mortgage Loan evidenced by more
than one Mortgage Loan Note, one of which Mortgage
Loan Notes is purchased by the City and recorded
in the name of the Trustee; provided however, that
no Mortgage Loan Note evidencing a Parity Loan
shall be purchased by the City if the effect
thereof would be to create, or to permit the
creatron of, a charge or lien on Revenues (as �
defined in the Indenture) in violation of Section
2-13 of the Indenture;
Parity Lender: A financial institution purchasing
a Mortgage Loan Note evidencing, in part, a Parity
Loan, for its own account and not for the account
of the Ci ty;
Section 2.04. Amendment to Definition of "Purchase
Price" in Section 1.01 of the Program Administration Agreement.
The definition of "Purchase Price" in Section 1.01 of the
Program Administration Agreement is hereby amended in its
entirety as follows:
Purchase Price: As to any particular Eligible
Mortgage Loan, the amount set forth in Section
3.05 (h) ;
Section 2.05. Amendment to DefinYtion of "Purchased
Mortgage Loan" in Section . o t e Program A ministration
Agreement. The definition of "Purchased Mortgage Loan" in
Section 1.01 of the Program Administration Agreement is hereby
amended in its e;itirety as follows:
3
Purchased Mortgage Loan: A Mortgage Loan
purchased by the City and recorded in the name of
the Trustee under the Indenture; or a Parity Loan
purchased by the City and a Parity Lender and
recorded in the names of the Trustee and the
Parity Lender, as their interests may appear,
under the Indenture and the applicable mortgagee
agreemen t;
Section 2.06. Amendment to Section 3 .05 of the
Program Administration Agreement. Section 3.0 , sub-sections
3.05 (a) and 3.05 (h) , are hereby amended in their entirety to
read as follows:
(a) Each Mortgage Loan to be purchased, in whole
or in part, from the proceeds of Bonds and
any Commitment Fees and Builder-Developer
Fees shall conform to the terms, conditions,
provisions and limitation stated in this �
Section 3.05 except to the extent, if any,
that a variation therefrom is required by any
PMI or agency or instrumentality of the
United- States guaranteeing or insuring or
otherwise assisting in the payment of the
Mortgage Loan.
(h) No Mortgage Loan, or any portion thereof,
shall be purchased f rom the proceeds of the
Bonds, unless the rate of interest per annum
on the Mortgage Loan, or the portion thereof
purchased from Bond proceeds, is at least
eight and one-fourth percent (8-1/4$) , and
the pu�chase price of that portion of the
Mortgage Loan to be funded from Bond proceeds
is no greater than one hundred percent (100$)
of the outstanding principal amount thereof
to be purchased from Bond proceeds plus or
minus accrued interest attributable to that
portion of the Mortgage Loan to be purchased
from Bond proceeds to the date of purchase
plus one percent (1$) of the original
principal amount of the Mortgage Loan to be
purchased from Bond proceeds
Section 2.07. Amendment to Section 3 .12 of the
Program Administration Agreement. Section 3.12 of the Program
Administration Agreement in amended in its entirety to read as
follows:
4
3.12. Compensation. The Program Administrator shall
receive: (a) as an origination fee 3/8 of one percent
(1$) of the principal amount of Bond proceeds used to
purchase each Mortgage Loans at the time said Mortgage
Loans is purchased by the City, such origination fee to be
paid solely fram the Cost of Issuance Fund; and (b) shall
receive, monthly as its continuing fee, 1/12 of 1/8 of one
percent (1$) of the principal balance of the Purchased
Mortgage Loans then outstanding, and attributable to the
interest of the City, such continuing fee payments to be
made solely from the Revenue Fund and in the manner set
forth in Section 5-8 of the Indenture.
Section 2. 08. Amendment of Article III of the
Program Administration Agreement. Article III of the Program
Administration Agreement is hereby amended by addition of the
following Section 3.15.
3.15. Special Provisions for Parity Loans.
(a) The Program Administrator shall not
do any act, or omit to do any act, nor shall
it a11ow any Seller or Servicer to do any
act, or omit to do any act, which would cause
any interest in a Parity Loan held by any
other person or financial institution to
become a charge or lien on Revenues (as
defined in the Indenture) in violation of
Section 2-13 of the Indenture;
(b) Subject to (a) , above, the Program
Administrator shall undertake and perform
with respect to Parity Loans, all those
duties and responsibilities provided for in
this Agreement except only as such duties and
responsibilities may be varied by reason of a
mortgagee agreement entered into by the
Trustee relating to Parity Loans.
ARTICLE III - MISCELLANEOUS
Section 3.01. Counterparts. This Amendment to
Program Adminsitration Agreement may be executed in several
counterparts and each executed counterpart shall constitute an
original instrument, but all such counterparts shall constitute
but one and the same instrument.
5
Section 3.02. Applicability of Program Adminis-
tration Agreement. Except as supplemented and amended by this
Amendment to Program Administration Agreement, all of the
provisions of the Program Administration Agreement shall remain
in f ull force and effect and from and after the effective date
of this Amendment to Program Administration Agreement.
IN WITNESS WHEREOF, the City and the Program
Administrator have caused these presents to be signed in their
� name and on their behalf by their respective officers and their
corporate seals to be hereunto affixed and attested all as of
the day and year first above written.
CITY OF SAINT PAUL
By
(SEAL George Lattimer
Its Mayor
Attest:
By
Bernard J. Carlson
Director of Finance
and Management
City Clerk
By
Approved as to form: Gary Stout
Director of Planning and
Economic Development
Assistant City Attorney
6
BANCO MORTGAGE COMPANY
By .
Its Vice President
By
I ts
�
ACCEPTANCE
First Trust Company of Saint Paul, the Trustee
referred to herein, hereby accepts the terms, provisions, and
conditions of this Amendment to Program Administration
Agreement on this day of , 1980.
FIRST TRUST COMPANY OF SAINT PAUL
By
Its Vice President
By �
Its Assistant Secretary
8
RAM: 3/31/80,•- 4/8/80; 4/24/80; 5/19/80
CITY OF SAINT PAUL, MINNESOTA
AND
BANCO MORTGAGE COMPANY, as Program Administrator
AND
FIRST TRUST COMPANY OF SAINT PAUL, as Trustee
AMENDMENT TO PROGRAM ADMINISTRATION AGREEMENT
Da ted as of 1, 1980
Relating to the
City of Saint Paul, Minnesota
$50,000,000
Home Owner Mortgage Revenue Bonds
. �`�����'��
RH: 3/31/80/ 4/8/80; 4/24/80; 5/19/80
CITY OF SAINT PAUL, MINNESOTA
AND
BANCO MORTGAGE COMPANY, as Program Administrator
AND
WESTERN STATE BANK OF SAINT PAUL, as Seller
AND
FIRST TRUST COMPANY OF SAINT PAUL, as Trustee
AMENDMENT TO SELLER'S AGREEMENT
Dated as of 1, 1980
Relating to the
CITY OF SAINT PAUL, MINNESOTA
$50,000,000 HOME OWNERSHIP MORTGAGE REVENUE BONDS
AMENDMENT TO SELLER'S AGREEMENT
THIS AMENDMENT TO SELLER'S AGREEMENT, dated as of
1, 1980 is entered into by and between the City
of St. Paul, Minnesota, a Minnesota municipality ( the "City") ,
Banco Mortgage Company, a corporation organized under the laws
of the State of Iowa, as Program Administrator (the "Program
Administrator"� and Western State Bank of St. Paul, a state
chartered financial institution (the "Seller") , and accepted by
First Trust Company of St. Paul, as trustee ( the "Trustee")
under that certain Indenture of Trust, dated as of April 1,
1979 by and between the City and First Trust Company of St.
Paul ( the "Indenture") .
WHEREAS, City, Program Administrator and Seller
entered into a Seller's Agreement dated as of April 1, 1979
( the "Seller's Agreement") for the purpose of providing for the
origination of Mortgage Loans (as defined therein) pursuant to
the City's program ( the "Program" ) o£ purchasinq Qualified
Mortgage Loans (as defined therein) from the proceeds of the
City of St. Paul, Minnesota $50,000,000 Home Ownership Mortgage
Revenue Bonds ( the "Bonds") as more fully set forth in that
certain Indenture of Trust, c3ated as of April 1, 1979, by and
between the City and the Trustee (the "Inc7enture" ) ; and
WHEREAS; the City, Program Administrator and Western
State now desire to enter into this Amendment to Seller's
• • Agreement for the purpose of clarifying the inclusion of Parity
Loans (as hereinafter defined) in the Program;
NOW THEREFORE, for and in consideration of the mutual
agreements hereinafter contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Words and terms capitalized but not otherwise defined
herein shall have the same meanings subscribed to them in the
Seller's Agreement (as the same may be from time to time
supplemented or amended in accordance with the terms thereof,
when used herein) unless the context or use indicates a
different meaning or intent.
ARTICLE II
AMENDMENT OF PROVISIONS OF SELLER'S AGREEMENT
Section 2.01. Amendment of Definition to "Commitment
Fee" in Section 1.1 of the Seller's Agreement. The definition
of "Commitment Fee" in Section 1.1 of the Seller's Agreement is
amended in its entirety as follows:
Commitment Fee shall mean the amount
deposited by the Seller with the City
pursuant to this Agreement, equal to: one
percent (1$) of the principal amount of
Qualified Mortgage Loans to be originated and
2
sold by the Seller under this Agreement; or,
in the case of Parity Loans, one percent (1�)
of that portion of the principal amount of
Qualified Mortgage Loans to be originated by
the Seller and sold to the Ci ty under this
Agreement;
Section 2.02. Amendment to Definition of "Indenture"
in Section 1.1 of the Seller's Agreement. The definition of
"Indenture" in Section 1.1 of the of the Seller's Agreement is
hereby amended in its entirey as follows:
Indenture: that certain Indenture of Trust
dated as of April 1, 1979, by and between the
City and the Trustee, pertaining to the
Bonds, as the same may be from time to time
supplemented in accordance with the terms
thereof;
Section 2.03. Amendment to Definition of "Mortgage
Loan" in Section 1.1 of the Seller's Aqreement. The definition
of "Mortgage Loan" in Section 1.1 of the Seller's Agreement is
hereby amended in its entirety as follows:
.
Mortgage Loan shall mean an interest bearing
loan ( including a Parity Loan) to a
Mortgagor, funded in whole or part from Bond
proceeds, secured by a Mortgage and evidenced
by one or more Mortgage Loan Notes;
3
Section 2.04. Amendment of Section 1.1 of the
Seller's Agreement. Section 1.1 of the Seller's Agreement is
hereby amended by addition of the following definition of
"Mortgage Loan Note. "
Mortgage Loan Note: a promissory note
evidencing, in whole or in part, a Mortgage
Loan;
Section 2. 05. Amendment of Section 1.1 of the
Seller's Agreement. Section 1.1 of the Seller's Agreement is
hereby amended by addition of the following definitions of
"Parity Loan" and "Parity Lender" .
Parity Loan: means a Mortgage Loan evidenced
by more than one Mortgage Loan Note, one of
which Mortgage Loan Notes is purchased by the
City and recorded in the name of the Trustee;
provided however, that no Mortgage Loan Note
evidencing a Parity Loan shall be purchased
by the City if the effect thereof will be to
create, or permit the creation of, a charge
or lien on Revenues (as defined in the
Indenture) in violation of Section 2-13 of
the Indenture;
Parity Lender: means a financial institution
purchasing a Mortgage Loan Note evidencing,
in part, a Parity Loan, for its own account
and not for the account of the City;
4
Section 2.06. Amendment to Definition of "Permitted
Encumbrances" in Section 1.1 of the Seller's A reement. The
definition of "Permitted Encumbrances" in Section 1.1 of the
Seller's Agreement is hereby amended by addition thereto of the
following subparagraph:
(v) the lien securing a Mortgage Loan Note
evidencing that portion of a Parity Loan
purchased by a Parity Lender.
Section 2.07. Amendment to Definition of "Purchased
Mortgage Loan" in Section 1.1 of the Seller's A reement. The
definition of "Purchased Mortgage Loan" in Section 1.1 of the _
Seller's Agreement is hereby amended in its entirety as
follows:
Purchased Mort aqe Loans: a Mortgage Loan
purchased by the Ci ty and recorded in the
name of the Trustee under the Indenture; or a
Parity Loan purchased by the City and a
Parity Lender and recorded in the names of
the Trustee and the Parity Lender, as their
interests may appear, under the Indenture and
the applicable mortgagee agreement;
Section 2.08. Amendment to Definition of
"Redevelopment Areas" in Section 1.1 of the Seller's A reement.
The definition of "Redevelopment Areas" in Section 1.1 of the
Seller's Agreement is amended in its entirety as follows:
5
' Redevelopment Areas shall mean those areas of
the City designated as such for the Program
by the City and which meet the criteria for a
redevelopment project area under the
provisions of Minnesota Statutes, Chapter
462, as amended;
Section 2. 09. Amendment of Section 3.6 of the
Seller's Agreement. Section 3.6 of the Seller's Agreement is
hereby amended in its entirety as follows:
Section 3.6. Purchase Price. The City will
purchase each Qualified Mortgage Loan, or the
portion thereof to be purchased from Bond
proceeds, from the Seller for the amount set
forth in Section 4-12(H) of the Indenture.
Section 2.10. Amendment to Article VI of the
Seller's Agreement. Article VI of the Seller's Agreement is
hereby amended by addition of the following Section 6.13:
Section 6.13. �ecial provisions for Parity
Loans. Parity Loans may be made pursuant to
the Program upon the following terms and
conditions:
(a. ) A mortgagee's agreement, in form
and substance acceptable to the Trustee, must
have been en tered in to by and be tween the
� Trustee, the Seller of such Parity Loans, the
6
Servicer of such Parity Loans, and the Parity
Lender and such mortgagee's agreement must
have been accepted by the City;
(b. ) The interest of the Parity Lender
must be evidenced by a Mortgage Loan Note, in
form and substance acceptable to the Trustee,
which Mortgage Loan Note must identify the
Parity Lender, the amount of the Mortgage
Loan Note, in dollars, and the interest rate
per annum thereon.
(c. ) At such time as the Seller
presents a Mortgage Loan Note evidencing a
portion of a Parity Loan to the City for
purchase, the Seller shall certify to the
City the following: �
( i) The identity of all Parity Lenders
purchasing Mortgage Loan Notes evidencing
part of the Parity Loan;
� (ii) The amount of the Parity Loan and
the portion of the Parity Loan, by percentage
of the total principal amount thereof,
represen ted by the Mor tgage Loan No te to be
purchased by the City and represented by all
other Mortgage Loan Note (s) evidencing any
� portion of the same Parity Loan, ,
repsectxvely; and
7
(iii) That the Parity Loan complies with
. the terms of the applicable mortgagee
agreement entered into pursuant to Section
6.13 (a) ;
(d. ) The Mortgage Loan Note purchased
by the City shall be purchased at the
purchase price specified in Section 3.6;
(e. ) Except as specified in this
Section 6.13, each Parity Loan shall be
originated pursuant to the terms and condi-
tions of this Seller' s Agreement, and shall
be serviced pursuant to the terms and
conditions of a Mortgage Servicing Agreement;
(f. ) The calculations set forth in (ii)
of Section 4.6 of this Seller's Agreement
shall be made on the basis of the entire
principal amount of the Parity Loan; and
(g. ) The Mortgage Loan Note purchased
by the City shall bear interest at the rate
of eight and one-quarter percent (8-1/4�) per
annum and the Mortgage Loan Note purchased by
the Parity Lender shall bear interest at the
rate specified therein;
Section 2.11. Amendment to Section 7.2 of the
Seller's Agreement. Sections 7.2(7) and 7.2(9) are hereby
amended in their entirety as follows:
8
(7) The original Mortgage Loan Note, or
the original Mortgage Loan Note evidencing
that portion of a Parity Loan to be purchased
by the City, in the standard FHA or VA form
or the standard FNMA/FHLMC Form for
Conventional Mortgage Loans, bearing an
endorsement by the Seller, "Pay to the order
of First Trust Company of Saint Paul, as
Trustee under an Indenture of Trust dated as
of April l, 1979 between the City of St.
Paul, Minnesota and such Trustee, without
Recourse";
(9) The duly executed and properly
recorded Assignment of Mortgage to the
Trustee in the standard Minnesota form in the
form set forth as Exhibit D hereto, or, in
the case of a Parity Loan, the duly executed
and properly recorded Assignment of Mortgage
to the Trustee and the Parity Lender, as
their interests may appear, in form and
substance acceptable to the Program
Administrator;
ARTICLE III
MISCELLANEOUS
Section 3. 01. Counterparts. This Amendment to
Seller's Agreement may be executed in several counterparts, and
9
each executed counterpart shall constitute an original instru-
ment, but all such counterparts shall constitute but one and
the same instrument.
Section 3.02. Applicabilityo uf Seller's A reement.
Except as supplemented and amended by this Amendment to
Seller's Agreement, all of the provisions of the Seller's
Agreement shall remain in full force and effect from and after
the effective date of this Amendment to Seller's Agreement.
IN WITNESS WHEREOF, the City, the Seller, the Program
Administrator and the Trustee have caused their names to be
signed hereto by the respective officers thereunto duly author-
ized and their respective seals to be hereunto affixed and
attested, all as of the day and year first above written.
CITY OF SAINT PAUL
(SEAL) gy
Its Mayor �
Attest
By
City Clerk Its Director of Finance and
Management Services
Approved as to form:
By
Assistant City Attorney Its Director of Planning and
Economic Development
10
.- .. +
BANCO MORTGAGE COMPANY, as
Program Administrator
By
Its
BY
Its
WESTERN STATE BANK OF SAINT PAUL,
as Seller �
. By
Its
� Accepted By:
. FIRST TRUST COMPANY OF SAINT PAUL,
as Trustee
By
ts
By .
- Its
11
. . �����'��
RHM: 3/31/80; 4/8/80; 4/24/80; 5/19/80
FIRST TRUST COMPANY OF SAINT PAUL
AS TRUSTEE
FIRST GRAND AVENUE STATE BANK OF SAINT PAUL
AND
WESTERN STATE BANK OF ST. PAUL
MORTGAGEE AGREEMENT
Dated as of June 1 , 1980
relating to the
CITY OF SAINT PAUL, MINNESOTA
$50,000,000 HOME OWNERSHIP MORTGAGE REVENUE BONDS
TAIS AGREEMENT is made as of the lst day of June
� 1980, by and between FIRST TRUST COMPANY OF SAINT PAUL, as
Trustee ( the "Trustee") , FIRST GRAND AVENUE STATE BANK, a state
chartered financial institution ( "First Grand") , and WESTERN
STATE BANR OF ST. PAUL, a state chartered financial institution
(°Western State") and accepted by the City of Saint Paul,
Minnesota, a municipal corporation ( the "City" ) .
WHEREAS, the City has issued its $50,000,000 Home
Ownership Mortgage Revenue Bonds, dated as of April 1, 1979
(the "Bonds") , pursuant to an Indenture of Trust, also dated as
of April 1, 1979, by and between the City and the Trustee
(which Indenture of Trust, as supplemented shall be referred .
herein as the "Indenture") ; and
WHEREAS, pursuant to the Indenture, the proceeds of
the Bonds are being used for the City's program of providing
below market interest mortgage loans primarily to persons to
low and moderate income ( the "Program" ) ; and
WHEREAS, the Mortgage Loans are originated under the
Program pursuant to a Seller's Agreement, dated as of April 1,
1979 by and between the City, Banco Mortgage Company, as
Program Administrator ( the "Program Administrator") and various
mortgage lenders (including Western State) , as sellers, and
accepted by the Trustee as the same may be from time to time
supplemented or amended in accordance with the terms thereof
( the "Seller's Agreement") ; and such Mortgage Loans are
serviced pursuant to a. Mortgage Servicing Agreement by and
between the Trustee, the Program Administrator and various
• • mortgage lenders ( including Western State) , as servicers, and
accepted by the City as the same may be from time to time
supplemented or amended in accordance with the terms thereof
(the "Mortgage Servicing Agreement") ; and
WHEREAS, First Grand, Western State and the City
desire to use funds provided by First Grand and Western State,
together with Bond proceeds, to make Mortgage Loans under the
� Progra�;
NOW, THEREFORE, the Trustee, First Grand and Western
State hereby agree as follows:
1. Definitions. All terms capitalized but not
otherwise defined herein shall have the meaning ascribed to
such terms in the Indenture, unless the context indicates a
different meaning or intent.
2. Origination of Paritv Loans. All loans
originated hereunder ( "Parity Loans") shall be originated by
Western State pursuant to a Seller' s Agreement in conformance
with all the terms and provisions thereof except that the por-
tion of such Parity Loan to be purchased from Bond proceeds
shall be evidenced by a Mortgage Loan Note ( the "BMIR Note")
bearing interest at the rate of eight and one-quarter percent
(8 1/4$) per annum, and the portion of such Parity Loan to be
purchased from other than Bond proceeds shall be evidenced by a
Mortgage Loan Note (the "Conventional Note") bearing interest
2
• . at the rate not to exceed fourteen percent (14$ ) per annum.
The Parity Loans may be Conventional Mortgage Loans (as defined
in the Seller's Agreement) , FHA insured or VA guaranteed. The
BMIR Note shall be delivered to the Trustee pursuant to the
Seller's Agreement. The Conventional Note shall be delivered
to Western State or First Grand (the "Parity Lenders") as
appropriate, pursuant to this agreement. The Mortgage securing
each Parity Loan shall be assigned of record to the Trustee and
either Western State or First Grand, as their interests may
appear pursuant to Section 7.2(9) of the Seller's Agreement.
3. Servicinq. All Parity Loans shall be serviced by
Western State pursuant to a Mortgage Servicing Agreement in
accordance with all the terms and provisions thereof except
that all amounts received on account of a Parity Loan, except
amounts to be deposited in ttie Escrow Account, shall be
deposited in the Suspense Account or Hazard Insurance Account
and held therein for the joint benefit of the Trustee and First
Grand or Western State. Western State shall be entitled to a
Servicing Fee on the entire outstanding _principal amount of
both the BMIR Note and the Conventional Note, in the amount and
on the terms and conditions set forth in such Mortgage
Servicing Agreement.
4. Purchase of Parity Loan Notes. The Trustee
hereby agrees to purchase, on behalf of the City, BMIR Notes
provided that the entire Parity Loan evidenced in part by each
BMIR Note must be a Qualified Mortgage Loan (as defined in the
Seller's Agreement) , and provided further that the Trustee' s
agreement hereunder is subject to the availability of funds
3
in the Mortgage Loan Fund. Western State and First Grand
hereby agree to purchase Conventional Notes, provided that:
each Conventional Note shall represent not less than twenty-six
percent (26$) of the aggregate principal balance of the related
Parity Loan; the original principal amounts of the BMIR Note
and the Conventional Note shall be adjusted so that the
aggregate original principal amount of the Parity Loan shall
bear a combined interest rate not to exceed nine and
three-quarters percent (9 3/4$) per annum; each Conventional
Note shall bear interest at a rate not to exceed fourteen
percent (14$) per annum; each BMIR Note shall bear interest at
eight and one-quarter percent (8 1/4$) per annum; and . ( i)
Western State shall not be obligated to purchase Conventional
Notes in an aggregate principal amount greater than $175,000
and ( ii) First Grand shall not be obligated to purchase
Conventional Notes on an aggregate p�incipal amount greater
than $275,000.
5. Remittances. On the 25th day of each month, or
on the 5th and 25th day of each month, at the option of the
Servicer, the Servicer shall pay to the First Grand or Western
State and the Trustee, from the Suspense Account, the Parity
Loan repayment attributable to the BMIR Note and the
Conventional Note, respectively. The rights of Western State,
First Grand and the Trustee with respect to amounts received by
them with respect to a Parity Loan that would be "Revenues" if
the Parity Loan were purchased entirely by the Trustee shall
be, and such amounts shall be deemed attributable to the BMIR
Note and Conventional Note, as follows:
4
a. With respect to payments of principal and
interest, the interests of the Trustee and
the Parity Lender shall be proportionate to
the Monthly Payment provided in the BMIR Note
and Conventional Note, respectively.
b. With respect to Prepayments and any Hazard
Insurance Proceeds or condemnation awards or
other amounts which are applied against the
principal balance of the Parity Loan as a
prepayment prior to maturity of the regularly
scheduled Monthly Payments pursuant to the
Mortgage Servicing Agreement, the interests
of the Trustee and the Parity Lender shall be
proportionate to the principal portions of
the Monthly Payments on the BMIR Note and
, Conventional Note, respectively, next to
mature, so that the final maturity date of
the BMIR Note and Conventional Note remain
the same.
c. With respect to Default Proceeds, the
interests of the Trustee and the Parity
Lender shall be proportionate to the then
total balance of principal and accrued
interest of the BMIR No te and Conventional
Note, respectively.
5 "
d. Commitment Fees paid by an Builder-Developer,
shall belong to the person or entity to which
the Builder-Developer agreed to pay the fee.
e. Commitment Fees paid by Western State as
Seller to the Trustee shall belong to the
Trustee, but subject to repayment to Western
State as part of the Purchase Price pursuant
to Section 3. 6 of the Seller's Agreement.
f. Origination fees paid by a Parity Lender
shall belong to Western State.
g. The repurchase price paid by a Seller to the
Trustee for the portion of a defective Parity
Loan represented by a BMIR Note shall belong
to the Trustee.
Amounts held by the Servicer for the joint benefit of the
Trustee and the Parity Lender shall be held in a Suspense
Account or a Hazard Insurance Account, as required by the
Mortgage Servicing Agreement.
6. Enforcement and Foreclosure; Expenses. Western
State shall enforce, by foreclosure or otherwise, the
obligation evidenced by the BMIR Notes and Conventional Notes,
and the related Mortgage securing said promissory notes,
6
in accordance with the terms and provisions of the Mortgage
Servicing Agreement. In the event the Trustee sends to Western
State a Mortgage and related BMIR Note pursuant to Section 5.7
of the Mortgage Servicing Agreement, First Grand or Western
State shall promptly furnish the related Conventional Note to
the appropriate persons. Subject to paragraph 7 hereof, the
expenses of collection, enforcement, foreclosure, maintenance
of the property and similar expenses recoverable by Western
State, as Servicer, under the Mortgage Servicing Agreement,
shall be borne by Western State or First Grand and the Trustee
in proportion to the outstanding principal balance, and
interest thereon, of the related Conventional Note and related
BMIR Note, respectively. With respect to the Parity Lender,
such payment shall be an absolute obligation and not payable
from any� specific fund or account.
7. Waiver of Certain Rights. First Grand and
Western State hereby agree and acknowledge that notwithstanding
anything to the contrary in this Mortgagee's Agreement, or any
other document or instrument, the Conventional Notes shall not
be construed or asserted as an additional indebtedness secured
by a charge or lien on Revenues (as defined in the Indenture)
or payable from any fund or account created or established
pursuant to the Indenture;. and in furtherance thereof, First
Grand and Western State hereby waive any right either of them
may have, or hereafter acquire, at law or in equity, to assert
or enforce. such a charge or lien against Revenues (as defined
in the Indenture) .
7
8. Assignments of Conventional Notes. First Grand
and Western State shall not assign or transfer, in whole or in
part, without the Trustee's prior written consent, any interest
in any Conventional Note which is the subject of this
Mortgagee 's Agreement. Trustee hereby agrees that it will
promptly respond to a request from First Grand or Western State
to assign or transfer a Conventional Note and that the Trustee
will not unreasonably withhold its consent. The Trustee may,
for all purposes, regard First Grand or Western State as
holders of the Conventional Notes subject to this Mortgagee's
Agreement until it has been provided with an executed
assignment of � the Conventional Note verified to the Trustee's
satisfaction.
9. Certifications of First Grand and Western State.
To induce Trustee to enter into this Mortgagee's Agreement,
First Grand and Western State hereby certify to Trustee that:
a. The purchase of the Conventional
Notes is authorized by the laws and regulations
applicable respectively to First Grand and Western
State;
b. First Grand and Western State are
legally constituted and validly existing,
qualified to do business in the State of
Minnesota, and with adequate power to enter into
8
,
and perform this Mortgagee' s Agreement, and have
authority to execute any other instrument or
documents required to be executed in connection
therewith;
c. No approval or prior review was
required from any public regulatory body with
respect to First Grand and Western State entering
into or performing this Mortagee's Agreement;
d. The consummation of the transactions
contemplated by this Mortgagee's Agreement and the
fulfillment of the terms thereof, will not con-
flict with any present order, rule or regulation
applicable to First Grand and Western State of any
court or of any federal or state regulatory body
or administrative agency or other governmental
agency having jurisdiction over First Grand and
Western State;
e . First Grand and Western State are
sufficiently knowledgable and experienced in
financial and business matters, including the pur-
chase and ownership of mortgage loan notes, to be
able to evaluate the risks and merits of the
investment represented by the purchase of the
Conventional Notes and they are aware of the
intended use of the proceeds of the Parity Loans
and the risks involved therein;
9
f. In addition to the waiver provided
in paragraph 7 hereof, First Grand and Western
State further understand and agree that the Parity
Loans are not secured by any pledge of any monies
recei�ed or to be received from taxation by the
State of Minnesota or any political subdivision or
taxing district thereof, including without
limitation, the City of Saint Paul, Minnesota, and
that the Parity Loans will never represent or
constitute a general obligation, debt or bonded
indebtedness of the City, the State of Minnesota,
or any political subdivision thereof, and that no
right will exist to have taxes levied by the City,
the State of Minnesota, or any political
subdivision thereof, for the payment of principal
or interest on the Parity Loans.
10. Successors and Assiqns. This Mortgagee's Agree- .
ment and the obligations which it secures shall be binding upon
the parties, their executors, administrators, successors and
permitted assigns.
11. Governing Law. This Mortgagee's Agreement shall
be construed and interpreted in accordance with the laws of the
S ta te of Minneso ta.
10
12. Severability. If any provision of this
Mortqagee's Agreement shall be held or deemed to be or shall,
in fact, be inoperative or unenforceable in any particular case
in any jurisdiction or jurisdictions because it conflicts with
any provisions of the Indenture or any constitution or statute
or rule of public policy, or for any other reason, such circum-
stances shall not have the effect of rendering the provisions
in question inoperative or unenforceable in any other case or
circumstance or rendering any other provisions herein contained
invalid, inoperative or unenforceable to any extent whatever.
The invalidity of any one or more phrases, sentences, clauses
or paragraphs in this Mortgagee Agreement shall not effect the
remaining portions of this Agreement or any part thereof.
13. Notices. All notices, certificates, or other
communications hereunder shall be sufficiently given and shall
be deemed given when mailed by first class mail, postage pre-
paid, with proper addresses as indicated below. Any party
hereto may, by written notice given by each to the others,
designate any address or addresses to which notices, certifi-
cates or other communications to them shall be sent when re- .
quired as contemplated by this Mortgagee Agreement. Until
otherwise provided by the respective parties, all notices,
certificates and communications to each of them shall be
addressed as follows:
11
To the Trustee: First Trust Company of
Saint Paul
332 Minnesota Street
Saint Paul, Minnesota 55101
Attn: Corporate Trust Dept.
To First Grand: First Grand Avenue State Bank
1071 Grand Avenue
Saint Paul, Minnesota
Attn: Mr. Jerry Welle
To Western State: Western State Bank of St. Paul
663 University Avenue
Saint Paul, Minnesota
Attn: Mr. Stephen
Erdall
14. Counterparts. This Mortgagee's Agreement may be
simultaneously executed in several counterparts, each of which
shall be an original, and all of which shall constitute but one
and the same instrument.
15. Possession and Inspection of Parity Loan Files.
The City, the Trustee, First Grand and Western State covenant
and agree that all books and documents in their possession
relating to the Parity Loan receipts and to the distribution of
proceeds thereof shall at all times be open to inspection by
such accountants or other agencies as any other party may from
time designate.
IN WITNESS WHEREOF, First Trust Company of Saint Paul,
First Grand Avenue State Bank, Western State Bank of St. Paul
and the City of Saint Paul have caused these presents to
12
be execu ted in the ir respec tive names and on the ir behal f by
officers duly authorized, and their corporate seals to be here-
unto affixed and attesked, all as of the day and year first
above written.
FIRST TRUST COMPANY OF SAINT PAUL
(SEAL) By
I ts
By
Its
13
FIRST GRAND AVENUE STATE BANR
(SEAL) By
Its
WESTERN STATE BANK OF ST. PAUL
(SEAL) By
Its
Accepted by:
CITY OF SAINT PAUL
(SEAL) By
Its Mayor
Attest:
By
City Clerk Its Director of Finance and
Management Services
Approved as to form:
By
Assistant City Attorney Its Director of Planning and
Economic Development
14
.
RHM: 3/31/80; 4/8/80; 4/24/80; 5/19/80 �������
FIRST TRUST COMPANY OF SAINT PAUL
as Trustee
BANCO MORTGAGE COMPANY
as Program Administrator
WESTERN STATE BANK OF SAINT PAUL
as Servicer
AN D
CITY OF SAINT PAUL, MINNESOTA
AMENDMENT TO MORTGAGE SERVICING AGREEMENT
Dated as of l, 1980
Relating to the
CITY OF SAINT PAUL, MINNESOTA
$50,000,000 HOME OWNERSHIP MORTGAGE REVENUE BONDS
AMENDMENT OF MORTGAGE SERVICING AGREEMENT
THIS AMENDMENT TO MORTGAGE SERVICING AGREEMENT, dated
as of 1, 1980, is between First Trust Company of
Saint Paul, as Trustee ( the "Trustee") , Banco Mortgage Company,
as Program Administrator (the "Program Administrator") and
Western State Bank of Saint Paul, state chartered financial
institution (the "Servicer") and accepted by the City of Saint
Paul, Minnesota ( the "City") .
WITNESSETH:
WHEREAS, the City has issued its $50,000,000 Home
Ownership Mortgage Revenue Bonds (the "Bonds") pursuant to the
City's program of purchasing newly originated mortgage loans
made primarily to persons and families of low to moderate
income to finance the purchase of existing or newly constructed
or substantially rehabilitated housing located within the City
( the "Program") ; and
WHEREAS, in order to implement the Program, the City
and Program Administrator have entered into various Seller's
Agreements with various financial institutions pursuant to
which the Sellers will originate, and the City will purchase,
the Mortgage Loans (as defined therein) ; and
WHEREAS, such Mortgage Loans will be recorded in the
name of the Seller and assigned of record to the Trustee; and
WHEREAS, the City, Trustee, Program Administrator,
Servicer and First Grand Avenue State Bank, a state chartered
financial institution, have entered into a mortgagee agreement
� with respect to Parity Loans (as hereinafter defined) ; and
WHEREAS, the City and Trustee desire to have an
experienced financial institution service such Parity Loans;
NOW THEREFORE, in consideration of the mutual agree-
ments hereinafter contained, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Words and terms capitalized but not otherwise defined
herein shall have the same meanings subscribed to them in the
Mortgage Servicing Agreement dated as of April 1, 1979 entered
into by and between the Trustee, Program Administrator,
Servicer and the City as the same may be from time to time
supplemented or amended in accordance with the terms thereof
� ( the "Mortgage Servicing Agreement") when used herein, unless
the context or use indicates a different meaning or intent.
ARTICLE II
AMENDMENTS OF PROVISIONS OF MORTGAGE SERVICING AGREEMENT
Section 2 .01. Amendment to Definition of "Mortgage
Loan" in Section 1.1 of the Mortgage Servicinq Agreement. The
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definition of "Mortgage Loan" in Section 1.1 of the Morkgage
Servicinq Agreement is hereby amended in its entirety as
follows:
Mortgage Loan shall mean an interest bearing
loan (including Parity Loans) to a Mortgagor,
funded in whole or part from Bond proceeds,
secured by a Mortgage and evidenced by one or
more Mortgage Loan Notes, required to be
serviced by the Servicer pu.rsuant to this
Agreement and listed from time to time on
Exhibit A hereto, subject to Section 2.1
hereof. .
Section 2.02. Amendment of Section 1.1 of the
Servicing Agreement. Section 1.1 of the Mortgage Agreement is
hereby amended by addition of the following definition of
"Mortgage Loan Note."
Mortgage Loan Note means a promissory note
evidencing, in whole or in part, a Mortgage
Loan;
Section 2.03. Amendment to Section 1.1 of the Mort-
gage Servicing Agreement. Section 1.1 of the Mortgage Servic-
ing Agreement is hereby amended by addition thereto of the
following definitions of "Parity Loan" .and "Parity Lender" :
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Parity Loans means a Mortgage Loan, including
a Purchased Mortgage Loan, evidenced by more
than one Mortgage Loan Note, one of which
Mortgage Loan Notes is purchased by the City
and recorded in the name of the Trustee;
provided however, that no Mortgage Loan Note
evidencing a Parity Loan shall be purchased
by the City if the effect thereof would be to
create, or to permit the creation of, a
charge or lien on Revenues {as defined in the
Indenture) in violation of Section 2-13 of
the Indenture;
Parity Lender means a financial institution
purchasing a Mortgage Loan Note evidencing,
in part, a Parity Loan for its own account
and not for the account of the City;
Section 2.04. Amendment to Definition of "Purchased
Mortgage Loan' in Section 1.1 of the Mortgage Servicing
Agreement. The definition of "Purchased Mortgage Loan" in
Section 1 .1 of the Mortgage Servicing Agreement is hereby
amended in its entirety as follows: .
Purchased Mortgage Loan shall mean a Mortgage
Loan purchased by the City and recorded in
the name of the Trustee under the Indenture
and a Seller's Agreement; or a Parity Loan
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purchased by the City and a Parity Lender and
recorded in the names of the Trustee and the
Parity Lender, as their interests may appear,
under the Indenture, a Seller's Agreement and
the applicable Mortgagee Agreement;
Section 2. 05. Amendment to Section 3.1 (a) of the
Mortgage Servicing Agreement. Section 3.1 (a) of the Mortgage
Servicing Agreement is hereby amended in its entirety as
follows:
(a) The Servicer shall deliver to each Mortgagor,
annually, a mortgage payment book for the following
year, or alternatively, a billing for monthly
statements. To the extent permitted by law, the
Servicer may charge monthly payments with respect to
Parity Loans to a checking account maintained by the
Mortgagor with Servicer, provided that Servicer shall
provide each such Mortgagor, not less than annually,
a full, accurate and complete accounting of all
amounts withdrawn from such checking accounts on
account of each Mortgage Loan Note evidencing the
Parity Loan. The book or statement, as the case may
be, shall set forth the amount of Monthly Payment due
and the due date, and shall designate the portions
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thereof which are applicable to Principal and
Interest, and to anticipated taxes, special
� assessments and insurance premiums, and shall
otherwise conform to law. The Servicer shall
establish and maintain for each Mortgage Loan
Serviced hereunder an Escrow Account, into which
shall be deposited all Escrow Payments made by the
Mortgagor. The Servicer shall analyze all Escrow
Accounts at least once each year and ascertain the
annual amount of real estate taxes, special assess-
ments, Hazard Insurance and flood insurance premiums
and Mortgage Insurance premiums that will become due
and payable, to assure that the monthly Escrow
Payments to be made by each Mortgagor will be
sufficient to pay all such charges as and when they
become due and payable. The Servicer shall be
responsible to the extent provided in paragraphs (d)
and (e) below for the timely payment of all such
taxes, special assessments and insurance premiums �
( including premium for mortgage insurance, Standard
Hazard Insurance and flood insurance, if any) prior
to any applicable penalty or termination date for the
- payment thereof.
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� Section 2.06. Amendment to Article IV of the Mort-
qage Servicina A reement. Article IV of the Mortgage Servicing
Agreement is hereby amended by the addition thereto of the
following Section 4.9:
Section 4.9. Special Provisions for
Parity Loans. Notwithstanding anything to
the contrary in this Mortgage Servicing
Agreement, the following provisions shall
apply to all Parity Loans:
(a) Pursuant to Section 2.1 hereof,
the Servicer shall service, for the joint
benefit of the Trustee and the Parity Lender,
all Parity Loans which are the subject of a
mortgagee agreement among the Trustee,
Servicer and a Parity Lender and which have
been purchased by the City and Parity
Lenders;
(b) Revenues on deposit from time to
time in the Suspense Account and Hazard
Insurance Account with respect to Parity
Loans shall be held for the joint benefit of
the Trustee and the Parity Lender as provided
in the applicable mortgagee agreement. On
the 5th and 25th day of each month, or on the
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_th day of each month, at the option of the
Servicer, the Servicer shall withdraw all
amounts then on deposit in the Suspense
Account or Hazard Insurance Account with
respect to Parity Loans together with income
from the investment of such amounts, if any,
and transfer the same to the Trustee and the
Parity Lender pursuant to the terms of the
applicable mortgagee's agreement. All such
transfers from the Suspense Account or Hazard
Insurance Account shall be accompanied by a
report by the Servicer, in the form set forth
as Exhibit B-1 hereto, listing (i) the
various sources of all such Reveriues, (ii)
that portion of the Revenues constituting
Principal, Interest and Prepayments, ( iii)
the amount of Revenues attributable to the
interest of the Trustee, and (iv) the
Revenues attributable to the interest of the
Parity Lender pursuant to the terms of the
applicable mortgagee agreement;
(c) The Trustee shall pay, pursuant to
Section �.2, that portion of the Service Fee
attributable to that portion of the Mortgage
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Loan purchased by the City, but only from the
Funds and Accounts provided therefor, and the
Parity Lender shall be responsible for the
Service Fee attributable to that portion of
the Mortgage Loan purchased by the Parity
Lender;
(d) The Servicers shall receive
reimbursement for Advances made pursuant to
this Agreement from the Trustee and the
Parity Lender in proportion to �the interest
in the Parity Loan owned by the City and the
__ Parity Lender at the time of the Advance;
provided that reimbursement from the Trustee
shall be only from the f unds and accounts
available for that purpose, and then only
upon the terms and conditions elsewhere in
this Agreement relating thereto.
ARTICLE III
� MISCELLANEOUS
Section 3.01. Counterparts. This Amendment to .
Mortgage Servicing Agreement may be executed in several counter-
parts and each executed counterpart shall constitute an
original instrument, but all such counterparts shall constitute
but one and the same instrument.
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Section 3.02. Applicability of Mortgage Servicing
Agreement. Except as supplemented and amended by this
Amendment to Mortgage Servicing Agreement, all of the
provisions of the Mortgage Servicing Agreement shall remain in
full force and effect from and af ter the effective date of this
Amendment to Mortgage Servicing Agreement.
IN WITNESS WHEREOF, the trustee, the Servicer, the
Program Administrator and the City have caused their names to
be signed hereto by their respective officers thereunto duly
authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above
written.
FIRST TRUST COMPANY OF SAINT PAUL,
as Trustee
By
Its
BANCO MORTGAGE COMPANY, as Program
Administrator
By
Its
By
Its
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t � '
. WESTERN STATE BANK OF SAINT PAUL,
as Servicer
By
Its
By
Its
Accepted by:
CITY OF SAINT PAUL
, (SEAL) By
Its Mayor
ATTEST:
By
City Clerk Its Director of Finance and
Management Servicer
Approved as to form:
By
Asistant City Attorney Its Director of Planning and
Economic Development
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