277993 WMITE - CITY CLERK
PINK - FINANCE �F'yn��
CANARY - DEPARTMENT G I T Y O F S A I N T PA U L COUflC1I �� � g anr a
BLUIi � -�•MAYOR
� File N�.
{-�'oun il Resolution
_ �.,.�� � � �
Presented By C
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 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.
3. The Council hereby finds, determines and declares
that the uncollectible portion of its tax levy as of the date
hereof, and as of February 23, 1982 (the projected date of
delivery of the tax anticipation certificates hereinafter
COUNCILMEN Requestgd by Department of:
Yeas Nays
Hunt
Levine In Favor
Maddox
McMahon B
Showalter - __ Ag81t1St Y — —
Tedesco
Wilson
Form Ap roved by City Attorne
Adopted by Council: Date
Certified Passed by Council Secretary BY ��
sy� __
Approved hy 1+lavor. Date _ App d y Mayor for Su iss'�on to Council
By _ - s
. •
���;!�
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authorized to be issued) is in an amount in excess of
$25, 800, 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 $28 ,808 ,172 and
the City is therefore authorized to issue tax anticipation
certificates of indebtedness in the aggregate principal amount
of $25, 800, 000 which are hereby designated "General Obligation
Tax Anticipation Certificates of Indebtedness of 1982" 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 of Offering" hereinafter
contained for the purpose of opening and considering sealed
bids for and awarding sale of $25, 800,000 General Obligation
Tax Anticipation Certificates of Indebtedness of 1982 , 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:
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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 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 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 January 11� 1982, 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 apgropriat�
dates inserted all in accordance with the terins 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 �layor, the City Clerk and
the Acting Director of Finance and i�ianagement Services.
WHITE - CITY CLERK ���/�/7
PINIC. - FINANCE {J-{
CANl1R� - ..DEPARTMENT G I T Y O F S A I N T ��U L COUflC1I �L�
BLUE • - MAYOR -
File N .
' Council Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
9 . The City shall retain all taxes levied by it in
1981, payable in 1982 (the Taxes) received by the City until
there remains unpaid Taxes in an amount equal to 110g of the
principal and interest due on the Certificates on February 23,
1983 and thereafter all Taxes shall be paid over to the Agent
until the Agent has on hand an amount equal to the principal
of and interest on the Certificates due on February 23, 1983.
Thereafter the City shall be entitled to receive and retain
all Taxes and apply them to the purposes for which they were
levied.
COU[VCILMEN Requ t by Department f: '
Yeas Nays
Hunt Qi
Levine In Favor
Maddox
McMahon � B '�
Showalter __ Agai[lst Y
Tedesco
Wilson
JAN 12 1982 Form Ap d by City tt ey
Adopted by Council: Date — �
Certified P _ by Counc ,ecre BY �
' sy �r
Appr d by :Vlav : �N 1 4 �9a2 Ap roved by Mayor for S bm ion,'to Council
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PUBLISHEO J A N 2 :� 1982 � ,
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EXI�IBIT A
John F.Mutlen
Seniw Vice PresidenVlnvestment Services Group
612 291•5672
January 11, 1982
Mayor and City Council
City of Saint Paul
City Hall and Court House
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Ke: $25,800,000 General Obligation Tax
Anticipation Certificates of Indebtedness
of 1982
Ladies and Gentlemen:
t^1e 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
National Bank of Saint Paul, and the bank will be happy
to act as the uncompensated Escrow Agent, in accordance
with the provisions of said Escrow Agreement.
Very truly yours,
THE FIRST NATI AL BANK OF SAIN PAUL
, '
;
By -', -
Its nior Vice Pre ident
,
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JFM:KG
First Ba�k
Saint Paul
��,�.,��.M s.,��
The First National Bank of Sa�nt Paui •
• � � EXHIBIT B �
� ESCROW AGREFMENT �����:.�
This Escrow Agreement (the Agreement) made and
entered into as of the day of February, 1982 by and
betw�en the City of Saint Paul, St. Paul, Minnesota (the City) ,
and (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 1982 (the 1982
Certificates) pursuant to the terms of a resolution (the Sale
Resolution) adopted by the City on , that it
wi].1 escrow certain tax re�eipts for its repayment of the -
- principal of and interest on the 1982 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 , 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 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 shall be remitted as hereinafter provided to
be held by said Agent in escrow and remitted to
. � � �1 •�'c'?!' �
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 , 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 accordance with �
the terms and conditions of the sale and award of
said Certificates, and upon approval of the ' .
. completed Escrow Agreement by the Ci"ty Attorney or
his deputy it shall be executed by the Mayor, the
City Clerk and the Acting Director of Finance and
Management Services. �
"9. The City shall retain all taxes levied .�
. by it in 1981, payable in 1982 (the Taxes)
received by the City until there remains - • �
- unpaid Taxes in an amount equal to 110� of the �
principal and interest due on the Certificates on �
February 23, 1983 and thereafter all Taxes shall � .
be paid over to the Agent unti-1 the Agent has on ' ,
hand an amount equal to the principal of and
interest on the Certifi�ates due on February 23, .
1983. Thereafter the City shall be entitled to
receive and retain all Taxes and apply them to the
purposes for which they were levied. "
C. The City has pursuant to said Sale Resolution
authorized the issuance of $Z5 , 80�, 000 General Obligation Tax
Anticipation Certificates of Indebtedness of 1982 and has
designated The First National Bank of Saint Paul to act as
Fscrow agent_ pursuant to this Agreement.
D. The 1982 Certificates were sold to . �
as purchaser (the Purchaser) pursuant to a
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' resolution of the City adopted on . The City-
has designated Chemical Bank as paying agent (Paying Agent) for
the 1982 Certificates. �
E. 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 1982 Certificates, and Purchaser
relied upon the escrow covenant contained in the Sale
Resolution in making its bid on the sale of said 1982 �
C.ertificates. " .
F. The Escrow Agent, 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. •
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 City shall disburse, deposit and pay over all
taxes levied by it in 1981 and payable in 1982 together with
all state aids paid in lieu of such taxes (the homestead credit
and machinery credit) all of which are hereinafter collectively
referred to as the Taxes, which are received by it after the
date of this Agreement as follows: .
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' (a) all Taxes rECeived by the City may be used by it
for the purposes for which they were levied until there remains
to be received by the City Taxes in the amount of $
being a sum equal to 110% of the principal and interest due on
said 1982 Certificates on February 23, 1983;
• (b) the next $ of Taxes received by the
City being an amount exactly equal to the principal of and �
� interest due on the .1982 Certificates maturing on February 23,
1983 [less accrued interest in the amount of $ , plus
the income if any earned on said sums] shall be paid over from �
time to time to the Escrow Agent as and when received by the
City. Said Escrow Agent hereby acknowledges receipt of �
$ representing accrued interest which was received on
;
(c) the balance of the Taxes shall be deposited to
the credit of the City and used by it for 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 "City of Saint
� Paul 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 1982 ,
Certificates provided that any balance remaining in said
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` Account after the payment of the 1982 Certificates and the
interest thereon shall be transmitted to the City on the day
following the final maturity and payment in full of said 1982 �
Certificates and the interest thereon.
3 . The Escrow Agent shall pay over to the Paying Agent, _
but only from the sums on hand in the Account, a sum sufficient
to pay in full the principal of and interest on the maturing
1982 Certificates on their stated maturity dates at times and �
i,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 � ,
maturity dates. All sums in ,the Account which are needed to
pay principal and interest on the Certificates at maturity
shall be available in Federal Funds for such purpose.
4. Sums from time 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 provided by Section
475.66, Minnesota Statutes relating to the investment of
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, 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 P;gent, 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 accordance with the provisions of this
Agreement the City may terminate this Agreement and the City
shall enter into another escrow agreement in accordance with �
the stated requirements of the Sale Resolution.
6. The 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 liability 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 Escrow Agent shall be under no obligation to institute or
de.fend any action, suit or proceeding in connection with this
Agreement unless first indemnified to its satisfaction. TY�e ,
Escrow Agent may consult counsel in respect of any question
6
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• arising hereunder and the Escrow Agent �hall 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 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 services hereunder. However, it shall be
reimbursed by the City for its out of pocket expenses and - .
disbursements hereunder, including, but not limited to, fees of
such legal counsel as it may select to assist in the
performance of its duties hereunder, including review of this
. � Agreement. •
8. This Agreement shall be binding upon and inure to the �
benefit of the parties hereto and their respective successors �
and assigns, and shall terminate in its entiret� when all funds
escrowed hereunder shall have been paid and disbursed pursuant
to paragraph 1 hereof.
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� IN WTTNESS WHEREOF the parties have caused this
Agreement to be executed by their duly authorized officers or
representatives the day and year first above written.
CITY OF SAINT PAUL,
ST. PAUL, MINNESOTA
By
Its Mayor �
Approved and
By .
City Attorney Its City C er �
and
By
Its Acting Director o inance
and Management Services
8
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.
. THE FIRST NATIONAL BANK
OF SAINT PAUL
as Escrow Agent �
By
Its _
and
BY
Its �
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APPENDIX A
OFFICIAL TERMS OF OFFERING �''�(�Q'�
. . � _. ^.>
$25,800,000
CITY OF SAINT PAUL, MINNESOTA
GENERAL OBLIGATION TAX ANTICIPATION CERTIFICATES OF INDEBTEDNESS OF 1982
Sealed bids for the Certificates will be opened by Gary R. Norstrem, City Treasurer on Tuesday,
February 2, 1982, at I I:00 A.M., Central Time, in Room 234, City Hall, Saint Paul, Minnesota.
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 23, 1982 and will bear interest payable at maturity. The
Certificates will be general obligations of the Issuer for which the Issuer will pledge its full faith
and credit and power to levy direct general ad valorem taxes. The Certificates shall be issued in
anticipation of the collection of taxes to be collected in 1982. Tax receipts for payment of the
Certificates will be escrowed pursuant to the provisions of a resolution of the City Council. The
Certificates will be issued in the denomination of $5,000, or such larger denomination as the
Purchaser may request within 24 hours of the award, without interest coupons attached. The
amount of interest due will be stated in the text of the Certificates. The proceeds will be used
for the purposes for which taxes have been levied by the City in 1981 for collection in 1982.
The Certificates will mature February 23, 1983 and shal) not be subject to payment in advance of
their maturity.
TYPE OF BID
A sealed bid for not less than par and accrued interest 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 $I 50,000, payable to the order of the Issuer, shal I have been
filed with the undersigned or SPRINGSTED Incorporated, the Issuer's Financial Advisor; no bid
will be considered for which said check has not been filed. Said check of the Purchaser will be
retained by the Issuer 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 Issuer scheduled for consideration of the bids is adjourned, recessed, or continued to
another date without award having been made. Bidders shall specify a single rate which shall not
exceed 12%.
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 the total dollar interest on the
Certificates from their date to their maturity. The Issuer's computation of the total net dollar
interest cost of each bid, in accordance with customary practice, will be controlling.
The Issuer will reserve the right to: (i) waive non-substantive informalities of any bid or of
matters relating to the receipt of bids and award, (ii) reject all bids without cause, and, (iii)
reject any bid which the Issuer 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. The Issuer will
pay the charges for the services of the Paying Agent.
APPENDIX �►
SETTLEMENT `�
The Certificates are expected to be delivered February 23, 1982 without cost to the Purchaser at
a place mutually satisfactory to the Issuer 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 will not be printed on the Certificates, and
of customary closing papers, including a no-litigation certificate. On the date of settlement
payment shall be made in federal, or equivalent, funds which shall be received at the offices of
the Issuer 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 Issuer, or its agents, the Purchaser shall be liable to the Issuer for any (oss suffered by the
Issuer by reason of the Purchaser's non-compliance with said terms for payment.
At settlement the Purchaser will be furnished with a certificate signed by appropriate officers of
the Issuer to the effect that the Official Statement prepared for the Issue 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 Iight of the circumstances under which they were made, not misleading.
OFFICIAL STATEMENT
Upon request to the Issuer's Financial Advisor prior to the bid opening underwriters may obtain a
copy of the Official Statement. The Purchaser will be provided with 100 copies.
Dated 12 January 1982 BY ORDER OF THE CITY COUNCIL
/s/ Gary R. Norstrem
City Treasurer