85-22 WHjYE - GITV CLERK
PIN�K� .- F�NANCE /�I
CANARV - DEPARTMENT GITY OF SAINT PALTL COUIICIl (/ � /�
BLUE - MAVOR File NO. U �� �`
�
Council Resolution
Presented By
Referred To Committee: Date
Out o�Committee By Date
-4-
b. thereafter the City shall deposit with
the Agent all Taxes received by it (exclusive of
Taxes described in (a) (1) and (a) (2) of this para-
graph) until there is on hand with the Agent an
amount equal to the total of the principal and
interest due on the Certificates at maturity less
any other amounts deposited with the Agent for
such purposes.
c. after making the distributions provided
for in subparagraphs a. and b. of this paragraph,
all remaining Taxes shall be retained by the City
and applied for the purposes for which they were
levied.
10. The County Treasurer is hereby authorized and
directed. to make payment of Taxes ( including replacement aids)
to the City and the Escrow Agent in accordance with the
provisions of the Escrow Agreement.
COUIVCILMEIV Requested by Department of:
Yeas �� Nays
Drew �A�� !� � Y
Masanz In Favor
Nicosia �
schetbe� __ Against BY
Tedesco
Wilson
Sonnen
JAN 3 — �985 Form'Appro by ity At rney
Adopted by Council: Date `
Certified P•ss b ncil S t y BY �
� �
!#ppr by i4lavor. Date
� JAN 8 — 1985 Appr� d ayor for Submissi to C cil
By B
PUSLISHED ��,�a 1� 1985
� ! ��s a�
FINANCE��A���EPAR�tiE�V7 _
Garv Norstre�,����...:.i?�F'i'ACT _
292-7016 �FlONE
, , ���� ��'
December 2�., 1984 DATE
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{Routa ng arEd �xp'�anst#tx� St�eet)
f r ' Ro�tii n r C71 Ai! x i s fc�r Ma 'f :
,�__ Qep�rt+�tt Di re��t" �
�s�C1� A'ttorney !
,,�,,, Gir�c�r of �sg�ert/#�yor
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r 5. Ci#y Cllrit ; E�-�°`�- �� `� , r
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1. Determines the amount of onds and Tax Anticipa�ion Notes to be sold.
2. Sets the Date and Time of the Sale and defines the "Officiai. Terms of the Offerings."
3. Provides authority tor the pubiication of the notice of sale.
4. Adopts= ttte "Officfal Terms of the Offering" of the various issu8s.
. f -
F a or�l i Ct `
The first year debt service for the Bond tssues has been considered and .�ro�ided_�or.
The `debt service for the Tax Anticipation Issue will be a I985 �udget Expenditure
and interest earnings on investment� will be the primary £inancing souxce.
� �€ f yi r G :
i r a11;�4 ` . .
CIB �ond Resloution - $ 7,125,000
WPA Bond Resolution - $ 2,300,OOU
Urban Renewal Bond Resolution - $ 500,000 ;
4�PAR'tME�►tT REYIE�i CITY ATTflt�l�EY:R�1[��t
, x Yes „�, � Caunci 1 Reso1 crC�on Rr�u1 r�esi� Reso1 uti dn R�f red? , ,�,,,�,r l��s ,,,�,�,,;r, �to"
� Xes �No Insu�tnce Requi red? In��traRCe Su�ff�c'�ent? ,�„ YES ,;�,,,,_, �lo
,�,,,� l�es ,,,,� �to I:aw�ar+ce Itt�ec�ed? - .
�
; R�visfon -ef:Oetober, i98Z �
(� Rev�tr�t 5�+� to�r i�stru�tfcm�)
EXHIBIT A �����
First Bank
Saint Paul
The First National Bank
of Saint Paul
332 Minnesota Street
Saint Paul, Minnesota 55101
December 20, 1984
Mayor and City Council
City of Saint Paul
City Hall and Court House
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Re: $16, 300,000 General Obligation
Tax Anticipation Certificates
of Indebtedness of 1985 �
Gentlemen:
We have reviewed the proposed form of Escrow
Agreement attached as Exhibit B to a proposed form of
resolution calling for the sale of the above-referenced
Certificates.
On the assumption that said form of F,scrow Agreement
is satisfactory to the City, it is satisfactory to The First
National Bank of Saint Paul, and the bank will. be happy to act
as uncompensated Escrow Agent, in accordance with the
provisions of said Escrow Agreement.
Very truly yours,
THE FIRST NATIONAL BANK
OF SAIN� PAU '
� _
, ,
.
]..-.,
�..,,�s , � �, _.
By ;..J �����,
Its Vice Pre�si nt
Member First Bank System
. EXHIBIT B ��— �.7 °�'�
ESCROW AGREEM�:NT
This Escraw Agreement (the Agreement) made and
entered into as of the 20th day of February, 1985 by and
betwe2n the City of Saint Paul, St. Paul, Minnesota (the City) , '
and The First National Bank of Saint Paul, St. Paul, Minnesota
(the Escrow Agent) ; -`
WITNESSETH:
WHEREAS:
A. The City has heretofore agreed with the purchasers and
holders from time to time of its General Obligation Tax
Anticipation Certificates of Indebtedness of 1985 (the 1985
Certificates) pursuant to the terms of a resolution (the Sale
Resolution) adopted by the City Council on , 1985 and
signed by the Mayor on , 1.985 that it will escrow
certain tax receipts for the repayment of the principal of and
� interest on the 1985 Certificates and it has approved the form
and content of this agreement, subject to approval of the City
Attorney or his deputy, and authorized its execution. �
B. The relevant provisions of said Sale Resolution
adopted , 1985, provide as follows:
"7. For the purpose of escrowing tax
receipts so that they are irrevocably segregated
with a third party and available for the payment
in full of t2ie principal of and interest on the
Certificates when due, the City has designated The
First National Bank of Saint Paul, St. Paul,
Minnesota, to act as Escrow Agent (Agent) to whom
taxes shall be remitted as hereinafter provided to
be held by said Agent in escrow and remitted to
aG�-" ��°��
the paying agent for t�e Certificates at times and
in amounts sufficient to pay the Certificates and
the interest thereon when due. Said Agent has
heretofore indicated its willingness to serve as
Agent in accordance with the terms of the Escrow
Agreement attached hereto as Exhibit B by letter
dated December 20, 1984, attached hereto as
Exhibit A.° '
"8. The Escrow Agreement shall be in the
form attached hereto as Exhibit S and said
Agreement is in all respects hereby approved. -�
Prior to its executi�n the blanks in said
Agreement shall be completed and filled and
appropriate dates inserted all in accordance with
the terms and conditions of the sale and award of
said Certificates, and upon approval of the
completed Escrow Agreement by the City Attorney or
his deputy it shall be executed by the Mayor, the
City Clerk and the Director, Department of Finance
and Management Services."
"9. The City shall distribute all taxes
levied by it in 1984 payable in 1985 (the "Taxes")
as follows:
a. The City shall retain all Taxes �
levied by the City for (1) debt service on
its obligations and (2) al1 Tax Increment
Districts and shall deposit such Taxes in the
appropriate funds of the City. In addition
t?�e City shall retain all other Taxes levied
by it until there remains unpaid (exclusive
of the Taxes described in (1) and (2) of this
subparaqraph) Taxes in an amount equal to
120$ of the principal of and interest due on
the 1985 Certificates on February 20, 1986.
b. thereafter the City shall deposit
with the Agent all, Taxes received by it
(exclusive of Taxes described in (a) (1) and
(a) (2) of this paragraph) until there is on
hand with the Agent an amount equal to the
total of the principal and interest due on
ttie Certificates at matuzity less any other
amounts deposited with the Agent for such
purposes.
2
, ���,a�
c. after making the distributions
provided for in subparagraphs a. and b. of
this paragraph, al�l remaining Taxes shall be
retained by the City and applied for the
purposes for w2zich they were levied."
C. The City has pursuant to said Sale Resolution ,
autho=ized the issuance of $16,300,000 General Obligation Tax
Anticipation Certificates of Indebtedness of 1985 and has
_,
designated The First National Bank of Saint Paul to act as
Escrow agent pursua,-�t to this Agreement.
D. Zrhe 1985 Certificates were sold to
and Associates as purchaser (the Pur-
chaser) pursuant to a resolution of the City adopted on
, 1985. The City has designate3
as paying agent (Paying Agent) for the 1985
Certificates.
E. 'Fhe reason and object for praviding for the escrow of
tax receipts as herein provided was among others to induce the
purchase and sale of said 1985 Certificates, and Purchaser
relied upon the escrow covenant contained in the Sale
Resolution in making its bid on the sale of said 1985
Certificates.
F. The Escrow figent, solely as an accommodation to the
City, and without charge other than reimbursement for its out
of pocket expenses and disbursements agrees to serve pursuant
to the terms and conditions hereof.
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. ��s-��
NOW THEREFORE, in consideration of the foregoing and
the covenants and agreements hereinafter set forth, it is
agreed by and between the parties hereto as follows:
1. The County Treasurer has been and is hereby authorized
by the City to make the following distribution of taxes levied
by the City in 1984 and payable in 1985, during the calendar
_.,
year 1985 subsequent to the date of this Agreement, together
with all state aids paid in lieu of such taxes, all of which
are hereinafter collectively referred to as the "Taxes" z
(a) all Taxes attributable to the City' s
debt service levies and levies in respect of Tax
Increment Districts shall be paid over to the
City.
(b) all other Taxes to be distributed to the
City shal.l be retained by the City until there
remains unpaid Taxes in an amount at least equal
� to 120$ of the prinicpal of and interest due on
the 1985 Certificates on February 20, 1.986, i.e.
$ . Thereafter all Taxes (exclusive .
of Taxes described in subparagraph (a) of this
paragraph) shall be paid over to the Escrow Agent
for deposit in the Fscrow Account until there is
on hand in said Escro�w Account an amount equal to
the total of the principal. and interest du� on the
4
, ������
Certificates at their maturity on February 20,
1986 which is in tlze amount of $ , less:
(i) any premi�n paid for said
CeY'�.�ficrate3 at the �ime of sa�e, .plus
(ii) any sums bid for said
Certificates in excess of $16,300,000,00,
_.
plus
(iii) any income earned on item (i) and _
(ii) .
Said Escrow Agent hereby acknowledges receipt of
$ representing the amount paid for said
Certificates in excess of $16,300,000.00 which was
received on February 20, 1985.
(c) all remaining Taxes shall be paid over
to the City for application by it for the purposes
for which they were levied.
2. All Taxes paid over to the Escrav Agent shall be held
in a separate special account to be designated "City of Saint
Paul 1985 Tax Escrow Account" (the AcCOUnt) . The money in said
Account has been and is hereby irrevocably appropriated for the
purpose of paying the principal of and interest on the 1985
Certificates, provided that any balance rermaining in said
Account after the payment of the 1985 Certificates and the
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intE�rest thereon s'n.�]_l be i��,�..�.sf,li_�t��d ta the City on thr da1
a ol io�•�in:-� the � : t���l r.1�.tur.ity am: p:.: ; �,ient in full o:E said 1�.��>��
Cer ta ficatF s ar.d t'ne int�ere�>t t'�erc on .
3. Tne ��scrc,�r 11�,ent s=ha]_1 pay over to thc Payinc� 1:gent,
but only from tne st,r!ms on 1�a;�d i�l tYi� Ar_c�ount, a sur:i sta��:iri��nt
tc� pay in full t'ne �rinci_}�al o:` and in.�e:rest an thE: matur:ing �
19�;:� Ccrtifi_cai�e� on ti'�eir siatnd maturi��y dates a� timF•^ �nc3
i7z �i�nou�*� suffirieYlt to pa,.- the pr.ir�cipa��. and inte�est on sa�d
Certificates as they beco�ne du�. Tf the su:�l on Izand i.n t.lze
Accou.zt shall �:: irzsuf_fici�nt. f<��� t�his purpose tlze ESCro�•� .A����,Zt
s.z..�'_1. not be re�uired to make az-�y f-ur Che.x� y�ayment.s ��r �take ���_��y
fur ;��zet action and in suc�, evP..��. the City agr_er�; to pay over
the amour.t of such defir.ie.�c;r .f_ro:n o�he1.- �Einds avail��'ole t�o .it�
to t�ic Pay:i.ng Agent no} latFr tha� 2.�'r hours beforc= sai:c�
rnaturity dates. All_ suxn:� ii� the Account ui�ich ar.e nc:�.>dr.:� t��
p-:zy p:ci..n��ipal and interes� on �he Ce-r_ti.Ei . -:�tc:�s at maturity
sn=- '�► bP nade avaitablc iiz Federa:� �'unc�s for such purnos�.
4. Sums frcz�n time to time o:� de�osit in the AccounL shal t
be invest�d and .reinvest�d to the c�tent ��:�sil�le by the Escrow
Agent pu�-sua�t tc� instruct�_on from t�he Cit1 but only in
securities atit.3lorized for inve��ment as p.r.ovid�d by 5ection
475.66, Minnesota Statutes r�latit�f� to the invest4nent of
sinkii�q fun�s. Farnings �n sums on depasit in tlle Accourit may
be used for:' the s�me purpos�s �or which otli�:r monies in t�iE
6
��s��
Account may be used. Investment decisions or instructions may
be initially caatununicated orally to the Escro�a Agent, but shall
be confirmed and transmitted in writing within 24 hours
thereafter.
5. If for any reason the Escrow Agent shall fail or -
refuse to act in acco�dance with the provisions o£ this
_,
Agreement the City may ter.minate this Agreement and the City
shall enter into another escrow agreement in accordance with
the stated requirements of the Sale �Resolution.
6. Ttie Escrow Agent may conclusively rely upon and shall
be protected in acting upon any statement, certificate, notice,
request, consent, order or other document believed by it to be _
genuine and to have been signed or presented by the proper
parties. The Escrow Agent shall have no duty or liabili.ty to
verify any such statement, certificate, notice, request, :
consent, order or other document and its sole responsibility
shall be to act only as expressly set forth in this Agreement.
The Escraw Agent shall be under no obligation to institute or
defend any action, suit or proceeding in connection with this
Agreement unless first indemnified to its satisfaetion. The .
Escrow Agent may consult counsel in respect of any question
arising hereunder and the Escrow Ag�nt shall not be liable tor
any action taken or omitted in good faith upon advice of such
counsel. Al1 funcls held by the Escrow Agent pursuant hereto
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G�= �-`-�2
shall constitute trust property for the purposes for which they �
are held and the Escrow Agent shall not be liable for any .
interest thereon.
7. The Escrow Agent has agreed to serve without compen-
sation for its serti�ices hereunder. However, it shall be _ _
reimbursed by the City for its out :of pocket expenses and
. _.
disburse�nents hereunder, including, but not limited to, fees of
such legal counsel as it may select to assist in the
perfornnance of its duties hereunder, including review of this
Agreement.
8. T'his Agreement shall be binding upon and inure to the
benefit of the parties hereto and tYieir respective successors
and assigns, and shall terminate in its entirety when all funds
escrowed hereunder shall have been paid and disbursed pursuant
to paragraph 1 hereof.
IN WITNESS WHEREOF the parties have caused this
Agreement to be executed by their duly authorized officers or
representatives the day and year first above written.
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: �_ �,`=°��
CITY OF SAINT PAUL, •
ST. PAUL, MINI�TESOTA
�y
Its Mayor
Approved and . . - .
By
City Attorney Its City Clerk
_.
and
By
Its birector, Department of
Finance and Management Services
9
, . : �����°�.2
THE FIRST NRTIONAL AANK
OF SAINT PAUL
as Escrow Agent
By .
Its
and
_.
By
Its
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