84-13 WF1� - CLTV CLE�}K �
PINK s- FINANCE V � 1
CANARY - DEPARTMENT GITi OF SAINT PAUL COUI�CI� � � ,!� � ^'J/
BLUE - MAVOR File NO• �f� �
t �
C unc "l Resolution
Presented By �� �
Referred To Committee: Date
Out of Committee By Date
BE IT RESOLVED by the Council of the City of Saint
Paul, as follows:
1. In accordance with the provisions of Section
10.16 of -the City Charter of the City of Saint Paul, the
Council may without a referendum if the cash in the City' s
treasury is inadequate to meet city obligations as they become
due, borrow money by issuing its tax anticipation certificates
of indebtedness in bearer form in such amounts as the Council
may prescribe provided that the amount so borrowed may not
exceed the uncollectible portion of the tax for the current
year.
2 . In accordance with the provisions of Section
103(c) of the Internal Revenue Code of 1954 as amended (the
"Code") the City may not issue such tax anticipation certi-
ficates in an amount greater than its cumulative cash flow
deficit computed in accordance with said Code and the
regulations promulgated thereunder (the "Regulations") nor may
such certificates remain outstanding for more than thirteen
(13) months from their nominal date unless the City restricts
the yield on the proceeds of such tax anticipation certificates
in accordance with said Code and said Regulations; furthermore
under the provision of 103(j) of said Code if the tax
anticipation certificates are to be issued in bearer form they
must not mature more than one year after their date of issue.
3. The Council hereby finds, determines and declares
that the uncollected portion o£ its tax levy as of the date
hereof, and as of February 23, 1984 (the projected date of
delivery of the tax anticipation certificates hereinafter
COUIVCILMEN Requested by Department of:
Yeas Nays
Fletcher
�'�QF�'� In Favor
Masanz
Nicosia
Scheibel __ Against BY
Tedesco
Wilson
Form Approved by City Attorney
Adopted by Council: Date
Certified Passed by Council Secretary BY
gy,
Approved by Ylavor: Date Approved by Mayor for Submission to Council
By BY
. . . . . ��i 3
_2_
authorized to be issued) is in an amount in excess of
$17, 390,000 and said Council further finds, determines and
declares that the City' s cumulative cash flow deficit computed
in accordance with the Code and Regulations is $17, 392,377 and
the City is therefore authorized to issue tax anticipation
certificates of indebtedness in the aggregate principal amount
of $17,390,000 which are hereby designated "General Obligation -
Tax Anticipation Certificates of Indebtedness of 1984" (the
"1984 Certificates") and the full faith and credit of the City
is hereby pledged for the payment in full of said obligations
and the interest thereon.
4. The Council shall meet at the time and place
specified in the "Official Terms ot Offering" hereinafter con-
tained for the purpose of opening and considering sealed bids
for and awarding sale of $17,390,000 General Obligation Tax
Anticipation Certi�icates of Indebtedness of 1984, of said
City.
5. The City Clerk is hereby� authorized and directed
to cause notice of the time, place and purpose of said meeting
to be published in the official newspaper of the City and in
Commercial West not less than ten days in advance of the date
of sale, as provided by law, which notice shall be in
substantially the following form:
� . . . ��--�3
OFFICIAL TERMS OF OFFERING
$17,390,000
CITY OF SAINT PAUL, MII�ESOTA
GENERAL OBLIGATION TAX ANTICIPATION CERTIFICATES OF II�EBTEDt�SS OF 1984
Sealed bids for the Certificates will be opened by Peter Hames, Director of Finance and
Management Services on Tuesday, January 31, 1984, at I I:00 A.M., Central Time, at the offices
of SPRINGSTED Incorporated, Financial Advisor to the City, 800 Osborn Building, Saint Paul,
Minnesota 55102, 612/222-4241. Consideration of the bids will be by the City Council the same
day at 12:00 Noon, Central Time.
DETAILS OF THE CERTIFICATES
The Certificates will be dated February 22, (984 and will mature February 22, 1985. Interest
thereon will be payable at maturit . The Certificates shall be in bearer form, non-registrable
and will be in the denomination of �5,000 each unless by 12:00 Noon, Central Time, Wednesday,
February I, 1984 the Purchaser requests other denominations in multiple integrals of $5,000. No
interest coupon will be attached; the amount of interest to be due will be stated in the text of
the Certificate.
The Certificates will be issued in anticipation of the collection in 1984 of taxes levied by the
City in 1983. The City shall retain all such taxes levied for (i) debt service on its obligations and
(ii) all Tax Increment Districts. At such point as there remains uncollected taxes levied in 1983
for the City's General Fund in an amount equal to 120% of the principal of and interest on the
Certificates at maturity all such taxes shall be deposited in escrow with The First National Bank
of Saint Paul until there in on hand in such escrow account an amount equal to the principal of
and interest on the Certificates at maturity.
Proceeds of the Certificates, except accrued interest and discount, if any, will be used for the
purposes for which taxes were levied by the City in 1983 for collection in 1984.
TYPE OF BID
A sealed bid for not less than $I 7,216,100 and accrued interest on the total principal amount of
the Certificates shall be filed with the undersigned prior to the time set for the opening of bids.
Also prior to the time set for bid opening a certified or cashier's check in the amount of $75,000,
payable to the order of the City, shall have been filed with the undersigned or SPRINGSTED
Incorporated, the City's Financial Advisor. No bid will be considered for which said check has
not been filed. The check of the Purchaser will be retained by the City as liquidated damages in
the event the Purchaser fails to comply with the accepted bid. No bid shall be withdrawn after
the time set for opening bids, unless the meeting of the City scheduled for consideration of the
bids is adjourned, recessed, or continued to another date withoufi award of the Certificates
having been made. Bidders shall specify a single rate which shall not exceed the maximum rate
permitted by law.
No bid may be conditioned upon award of any other offering of obligations by the City.
AWARD
The Certificates will be awarded to the Bidder offering the lowest dollar interest cost to be
determined by the deduction of the premium, if any, from, or the addition of any amount less
than par, to, the total dollar interest on the Certificates from their date to their final scheduled
maturity. The City's computation of the total net dollar interest cost of each bid, in accordance
with customary practice, will be controlling.
� . ._ . . g�-i3
The City will reserve the right to: (i) waive non-substantive informalities of any bid or of
matters relating to the receipt of bids and award of the Certificates, (ii) reject all bids without
cause, and, (iii) reject any bid which the City determines to have failed to comply with the terms
herein.
PAYING AGENT
Principal and interest will be payable at Chemical Bank, New York, New York.
SETTLEMENT
The Certificates are expected to be delivered February 22, 1984 at a place mutually satisfactory
to the City and the Purchaser. Delivery will be subject to receipt by the Purchaser of an
approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and
Minneapolis, Minnesota, which opinion wil) not be printed on the Certificates, and of customary
closing papers, including a no-litigation certificate. On the date of settlement payment for the
Certificates shall be made in federal, or equivalent, funds which shall be received at the offices
of the City or its designee not later than I:00 P.M., Central Time of the day of settlement.
Except as compliance with the terms of payment shall have been made impossible by action of
the City, or its agents, the Purchaser shall be liable to the City for any loss suffered by the City
by reason of the Purchaser's non-compliance with said terms of payment.
At settlement the Purchaser will be furnished with a certificate signed by appropriate officers of
the City to the effect that the Official Statement did not as of the date of the Official
Statement, and does not as of the date of settlement, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
OFFICIAL STATEMENT
Upon request to the City's Financial Advisor prior to the bid opening underwriters may obtain a
copy of the Official Statement. The Purchaser will be provided with 50 copies.
Dated 5 January 1984 BY ORDER OF THE CITY COUNCIL
/s/ Peter Hames
Director, Department of Finance and Management Services
_ . ���3
-3-
6. Each and all of the provisions contained in the
foregoing "Official Terms of Offering" are hereby adopted as
the terms and conditions of said Certificates of Indebtedness
and of the sale thereof.
7 . For the purpose of escrawing tax receipts so that
they are irrevocably segregated with a third party and -
available for the payment in full of the 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 which taxes shall be remitted as
hereinafter provided to be held by said Agent in escrow and
remitted to the paying agent for the 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 19, 1983, attached hereto as Exhibit A.
8. The Escrow Agreement shall be in the form
attached hereto as Exhibit B and said Agreement is in all
respects hereby approved. Prior to its execution the blanks in
said Agreement shall be completed and filled and appropriate
� dates inserted all in accorclance 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 shal.I distribute all taxes Ievied by it
in 1983 payable in 1984 (the "Taxes") as follows;
a. The City shall retain all Taxes levied by
the City for (1) debt service on its obligations
and (2) all Tax Increment Districts and shall
deposit such Taxes in the appropriate funds of the
City. In addition the City shall retain all other
Taxes levied by it until there remains unpaid
(exclusive of the Taxes described in (I) and (2)
of this subparagraph) Taxes in an amount equal to
120� of the principal of and interest due on the
1984 Certificates on February 22, 1985.
WH,ST� - LITV CLERK .
PINK �- F�NANC�E G I TY O F SA I NT PA U L Council (},/ 7
CANARY - DEPARTMENT File NO• [l • ' "✓
BLUE - MAVOR
, �
Council Resolution
Presented By
Referred To Committee: Date
Out of 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.
COUNCILMEN Requested by D ent of: t
Yeas Nays �/
Fletcher
`��°`' p�� [n Favor
Masanz
Nicosia
scne�bei a __ Against BY �
Tedesco
Wflson
JAN - 5 1984 Form Appro ity Attorne
Adopted by Council: Date ��
I
Certified P•s� b C n il re BY
gy,
t�pproved Mavor• Dat ��'v — � �o`� Appr ayor for Submis Couffcil
By � By
PUBLISHED JAN 1 � 1984
. , . . , S�-/3
First Bank
� Saint P��I EXHIBIT A
�
The Firsi National Bank
of Saint Paul
332 Minnesota Strest
Satnt Paui, Minnesota 55101
December 19 , 1983 •
Mayor and City Couricil
City of Saint Paul
City Hall and Court House
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Re: $17,390 ,000 General Obligation
Tax Anticipation Certificates
of Indebtedness of 1984
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 Escrow Agreement
is satisfactory to the City, it is satisfactory to The First
�ational 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 FTRST NATIONAL BANK
OF SAINT PAUL
� _
By ,
I� Vice Pr�'si ent
�
M2m�� _ -s 3ank Syst?m
. , EXHIBIT B o�/3
4 �
ESCROW AGREEMENT
This Escraw Agreement (the Agreement} made and
entered into as of the 23rd day of February, 1984 by and
between the City of Saint Paui, 3t. Paul, Minnesota (the City} ,
and The First National Bank of Saint Paul, St. Paul, Minnesota
(the Escrvw 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 1984 (the 19$4
Certificates) pursuant to the terms of a resolution (the Sale
Resolution) adopted by the City Council on January _, 1984 and
signed by the Mayor on January _, 1984 that it will escraw
certain tax receipts for the repayment of the principal of and
interest on the 1984 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 January _, 1984, provide as follaws:
"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 the 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 sY►all be remitted as hereinafter provided to -
be Yiel.d by said Agent in escrow and remitted to
., , - � �'�i3
the paying agent for the 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
Agreeraent attached hereto as Exhibit B by letter
dated December 19, 1983, attached hereto as
Exhibit A.°
"8. The Escrow Agreement shall be in the
form attached hereto as Exhibit B and said
Agreement is in all respects hereby approved. --
Prior to its execution the blanks in said .
Agreement shall be completed and filled and
appropriate dates inserted all i.c� 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 Finanee
and Management Services."
"9. The City shall distribute all taxes
levied by it in 1983 payable in 1984 (the "Taxes" )
as follows:
a. The City shall retain all Taxes
___ levied by the City for (1) debt service on
its obligations and (2) all Tax Increment
Districts and shall deposit such Taxes in the
appropriate funds of the City. In addition
the City sha11 retain all other Taxes levied
by it until there remains unpaid (exclusive
of the Taxes described in (1� and (2) of this
� subparagraph) Taxes in an amount equal to
120� of the principal of and interest due on
the 1984 Certi,ficates on February 22, 1985.
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
the Certifi,cates at maturity less any other
amounts depasited with the Agent for such
purposes.
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c. after making the distributions
provided for in subparagraphs a. and b. of
this paragraph, all r�maining Taxes shall be
retained by the City and applied for the
purposes for which they were levied.°
C. The City has pursuant to said Sale Resolution
authorized the issuance of $17,390,000 General Obligation Tax
Anticipation Certificates of Indebtedness of 1984 and has
designated The First National Bank of Saint Paul to act as . _
Escrow agent pursuant to this Agreement.
D. The 1984 Certificates were sold to
and Associates as �purchaser (the Pur-
chaser) pursuant to a resolution of the City adopted on
, 1984. The City has designated
��
as paying agent (Paying Agent) for the
1984 Certificates.
�. The reason and object for providing for the escrow of
tax receipts as herein provided was among others to induce the
purchase and sale of said 1984 Certificates, and Purchaser
relied upon the escrow covenant contained in the Sale
Resolution in making its bid on the sa].e of said 1984
Certificates.
F. The Escrow Agent, so7.ely as an accommodation to the
City, and without charge other than reimbursement for its out .
of pocket expenses and disbursements agrees to serve pursuant
to the terms and conditions hereof.
3
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NOW THEREFORE, in consideration of the foregoing and
the covenants and agreements hereinafter set forth, it is
agreed by and between the parties hereto as follows:
1. The County Treasurer has been and is hereby authorized
by the City to make the following distribution of taxes }.evied
by the City in 1983 and payable in 1984, during the calendar
year 1984 subsequent to the date of this Agreement, together .
with all state aids paid in lieu of such taxes, alI of which
are hereinafter collectively referred to as the "T�xes" :
(a) all Taxes attributable to the City' s
debt service levies and levies in respect ot Tax
Increment Districts shall be paid over to the
City.
(b) all other Taxes to be distributed to the
City shall be retained by the City until there pre-
vious unpaid Taxes in an amount equal to 120$ of
the prinicpal of and interest due on the 1984
Certificates on February 22, 1985. Thereafter all
Taxes (exclusive of Taxes described in subpara-
graph (a) of this paragraph) shall be paid over to
the Escrow Agent for deposit in the Escrow Account
until there is on hand in said Escrow Account an
amount equal to the total of the principal and
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interest due on the Certificates at their maturity
on February 22, 1985 which is in the amount of
$ , less:
(i) any premium paid for said
Certificates at the time of sale, plus
(ii) any income earned on item (i) .
Said Escrow Agent hereby acknowledges receipt of -
$ representing a premium paid for the
Certificates which was received on February 23,
1984.
(c) all remaining Taxes shall be paid over
to the City for application by it fQr the purposes
for which they were levied.
2. Al1 Taxes paid over to the Escrow Agent shall be held
in a separate special account to be designated "Cit� of Saint
Paul 1984 Tax Escrow Account" (the Account) . The money in said
Account has been and is hereby irrevc5cably appropriated for the
purpose of paying the principal of and interest on the 1984
Certificates, provided that any balance remaining in said
Account after the payment of the 1984 Certificates and the
interest thereon shall be transmitted to the City on the day
following the final maturity and payment in full of said 1984
Certificates and the interest thereon.
5
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3. The Escrow Agent shall pay over to the Paying Agent,
but only fram the sums on hand in the AcGOUnt, a surn sufficient
to pay in full the principal of and interest on the maturing
1984 Certificates on their stated maturity dates at tirnes and
�n amounts sufficient to pay the principal and interest on said
Certificates as they become due. If the sum on hand in the
Account shall be insufficient for this purpose the Escrow Agent .
shall not be required to make any further payments or take any
further action and in such event the City agrees to pay over
the amount of such deficiency from other funds available to it
to the Paying Agent not later than 24 hours before said
matnrity dates. All sums in the Account which are needed to
pay principal and interest on the Certiticates at maturity
shall be made avaiiable in Federal Funds for such purpose.
_ --
4. Sums from ti.me to time on deposit in the Account shall
be invested and reinvested to the extent possible by the Escrow
Agent pursuant to instruction from the City but only in
securities authorized for investment as pravided by Section
475.66, Minnesota Statutes relating to the investment of
sinking funds. Earnings on sums on deposit in the Account may
be used for the same purposes for which other monies in the
Account may be used. Investment decisions or instructions may
be initially communicated orally to the Escrow Agent, but shall
be confirmed and transmitted in writing within 24 hours
thereafter.
6
gy i 3
5. If for any reason the Escrow Agent shall fail or
refuse to act in accordance with the provisions of this
Agreement the City may terminate this Agreement and the City
shall. enter into another escrow agreetnent in accordance with
the stated requirements of the Sale Resolution.
6. The Escrow Agent may conclusively rely upon and $hall
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 propsr
parties. The Escrow Agent shall have no duty or liability to
verify any such statement, certificate, notice, request,
consent, arder or other document and its sole responsibility
shall be ta act only as expressly set forth in this Agreement.
The Escrow Agent shall be under no obligation to institute or
def�nd any action, suit or proceeding in connection with this
Agreement unless first indemnified to its satisfaction. The
Escrow Agent may consult counsel in respect of any question
arising hereunder and the Escrow Agent shall not be liable for
any action taken or omitted in good faith upon advice of such
counsel. All funds held by the Escrow Agent pursuant hereto
shall constitute trust property for the purposes £or which they
are held and the Escrow Agent sha11 not be iiable for any
interest thereon.
7
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7. The Escrow Agent has agreed to serve without compen-
sation for its services hereunder. However, it shail be
reimbursed by the City for its out of pocket expenses and
disbursements hereunder, including, but not limited to, fees of
such legai counsel as it may select to assist in the
performance of its duties hereunder, including review of this
Agreernent. �
8. This Agreement shali be binding upon and inure to the
benefit of the parties hereto and their 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
Agreesnent to be executed by their duly authorized officErs or
representatives the day and year first aboye written.
CITY OF SAINT PAUL,
ST. PAUL, MILJNESOTA
By
Its Mayor
Approved and
By
ity Attorney ts ity er
and
By
Its Director, Department of
Finance and Management Services
' 8
� g.cJ—/ 3
THE FIRST NATIONAL BANK
OF SAINT PAUL
as Escraw Agent
By
Its
and
By
Its
9