279687 WHITE - CiTV CLERK COUIICIl l,��
�,�€• , � MAYOR E GITY OF SAINT PAUL File ` ' NO.
CANARV �DEPARTMENT j� /� VVV
Council Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
-4-
b. the City shall also deposit with the
Agent all Taxes received by it in respect of all
other tax levies 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 the amount deposited with the Agent
pursuant to subparagraph a. of this paragraph.
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
Yeas Nays Requested by Department of:
Fletcher � ; L ,
��X [n Favor
Masa nz
sc�� _ � __ Against BY ` ' � G v
Tedesco
Wilson
JAN 1 3 1983 Form Approv City Attprney
Adopted by Council: Date
Certified Passe b uncil : •et BY
B - � � �-
���� �
t�p rov y ,�a�o�: _ �AN i 4 1983 Approved r for Submi sion Council
By — By
PUBLiSNED ,1 A N z� 1983 7�
�'irst Bank ���
� Saint P�uI EXHIBIT A '
� �
The First National Bank Investment Services Group
of Saint Paul Customer Securities Services
332 Minnesota Street 612-291 3659
Saint Pau�, Minnesota 55101
January 10, 1983
Mayor and City Council
City of Saint Paul .
City Hall and Court Aouse
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Re: $22,700,000 General Obligation
Tax Anticipation Certificates
of Indebtedness of 1983
_ Ladies and Gentlemen:
We have reviewed the proposed form of Escrow Agreement attached as
Exhibit B to a proposed form of resolution caliing for the sale of
the above-referenced Certificates.
On the assumption that said form of Escrow Agreement is safiisfactory
to the City, it is satisfactory to The �'irst National Bank of Saint
Paul, and Che 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 SAI�iT PAUL
!
sy �'� � �
Its E cutive Vice resident
Member First Bank System
,
,
/
F'irst �ank
_ � �'7968`7
f ; : ��'�� ��u� EXHIBIT A
� �
The First National Bank Investment Services Group
of Saint Paul Customer Securities Services
332 Min�esota Street 612-291-5659
Saint Paut, Minnesota 55101
January 10, 1983
Mayor and City Council
City of Saint Paul
City Hall and Court House
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Re: $22,700,000 General Obligation
T� Anticipation Certificates
of Indebtedness of 1983
Ladies and Gentlemen:
We have reviewed the proposed fo.rm of Escrow Agreement attacfied as
Exhibit B to a proposed form of resolution calling for the sale of
the above-referenced Certifi�ates.
On the assumption that said form of Escrow Agreement is satisfactory
to the City, it is satisfactory to The 'First National Bank of 3aint
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 NATIOIIAL BANK OF SAINT PAUL
i
B 1. _
Y
Its E cutive Vice resident
Member First Bank System
, f . Pirst Banik �'�968`7
�. Saint Paul EXHIBIT A
�
The First National Bank Investment Services Group
of Saint Paul •� Customer Securities Services
332 Minnesota Street 612-291 3659
Saint Paul, Minnesota 55101
January 10, 1983
Mayor and City Council
City of Saint Paul
City Hall and Court House
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Re: $22,700,000 General Obligation
Tax Anticipation Certi�icates
of Indebtedness of 1983
_ Ladies and 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 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 SAIi3T PAUL
/
sy �, _
Its E cutive Vice resident
Member First Bank System
, i �'irst Bank � �
� ' Saint Paul '�968'�
, EXHIBIT A
� .
The First National Bank Investment Services Group
of Saint Paul Customer Securities Services
332 Minnesota Street 612-291-5659
Saint Paul, Minnesota 55101
January 10, i983
Mayor and City Council
City of Saint Paul
City Hall and Court House
St. Paul, Minnesota 55101
Attention: Gary Norstrem
Re: $22,700,000 General Oliligation
T� Anticipation Certificates
of Indebtedness of 1983
Ladies and 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 �'irst 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 SAINT PAUL
�
�
!
By '� -
Its E cutive Vice resident
Member First Bank System
� 2'�968�' �
EXI�IBIT B
ESCROW AGREEMENT
This Escrow Agreement (the Agreement) made and
entered into as o£ the 23rd day of February, 1983 by and
between the Gity of Saint Paul, St. Paul, Minnesota (the City) ,
and The First National Bank of Saint Pau1, St: Paul, Minn�sota
(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 1983 (the 1983
Certificates) pursuant to the terms of a resolution (the Sale
_. - • Resolution) adopted by the City Council on , 1983
and signed by the Mayor on , 1983 that it will
escrow certain tax receipts for its repayment of the principal
of and interest on the 1983 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 , 1983, provide as follows:
"7. For the purpose of escro�aing 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 sha11 be remitted as hereinafter provided to
be held by said Agent in escrow and remitted to
2'7968�7
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 af the Escrow
Agreement attached hereto as Exhibit B by letter
dated January 10, 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 accordance with
the terms and conditions of the sale and award af
said Certificates, and upon appraval of the
completed Escrow Agreement by the City 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 distribute all taxes
levied by it in 1982 payable in 1983 (the "Taxes")
as follows:
a. The City shall retain the first
$1,000,000 of Taxes received by it which are
attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
total dollar amount of Taxes attributable to the
debt service Ievies included in principal amount
of the Certificates, i.e. an amount exactly equal
to the amount of Certificate proceeds deposited to
the "General Debt Fund" of the City.
b. the City shall also deposit with the
Agent all Taxes received by it in respect of ail
other tax levies 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 the amount deposited with the Agent
pursuant to subparagraph a. of this paragraph.
2
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. "
C. The City has pursuant to said Sale Resolution
authorized the issuance of $22,700,000 General Obligation Tax
Anticipation Certificates of Indebtedness of 1983 and has
designated The First National Bank of Saint Paul to act as
Escrow agent pursuant to this Agreement.
D. The 1983 Certificates were sold to
and Associates as purchaser (the Purchaser) pursuant to a
resolution of the City adopted on , 1983. The
City has designated Chemical Bank as paying agent (Paying
Agent) for the 1983 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 1983 Certificates, and Purchaser
relied upon the escrow covenant contained in the Sale
Resolution in making its bid on the sale o£ said 1983
Certificates.
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.
3
_ _ .. . . .
_ _ _ _ _. _ . . . _ _ . . :. . _
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 Cit� shall disburse, deposit and pay over all
taxes levied by it in 1982 and payable in 1983 together with
all state aids paid in lieu o£ such taxes all of wha.ch are
hereinafter collectively referred to as the Taxes, which are
received by it after the date of this Agreement as follows:
(a) the City shall retain the first
$1,000,000 of Taxes received by it whieh are
attributable to its debt service levies.
Thereafter it shall deposit with the Agent a11
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
sum of $ which is an amount exactly
equal to the amount of Certificate proceeds
deposited to the "General Debt Fund" of the City.
(b) the City shall a�.so deposit with the
Agent all Taxes received by it in respect of all
other tax levies 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 on February 23, 1984 which is $
less:
4
(i) the amount deposited with the
Agent pursuant to subparagraph (a) of this �
paragraph plus, 1
(ii) any premium paid for said
Certificates at the time of sale, plus
(iii) any income earned on items (i) and
(ii) -
Said Escrow Agent hereby acknowledges receipt of
$ representing a premium paid for the
Certificates which was received on February 23,
1983;
(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 by it for the purposes for
which they were levied.
2. All Taxes paid over to the Escrow Agent _shall be held
in a separate special account to be designated "City of Saint
Paul 1983 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 1983
Certificates, provided that any balance remaining in said
Account after the payment of the 1983 Certificates and the
interest thereon shall be transmitted to the City on the day
following the €inal maturity and payment in full of said 1983
Gertificates and the interest thereon.
5
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
1983 Certificates on their stated maturity dates at times and
in 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 ot�er 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
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
5. If for any reason the �scrow 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 und�r na obligation to institute or
_:- _
defend 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 Eserow 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 therean.
7
7. The Escrow Agent has agreed to serve without compen-
sation for its services �ereunder. However, it shall be
reimbursed by the City for its Qut 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 entirety wh�n 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 ar
' = ' - ----representatives the day and year first above written.
CITY OF SAINT PAUL,
ST. PAUL, MIN�tESOTA
By
Its Mayor
Approved and
By
City Attorney Its City Clerk
and
By
ts Director, Department of
Finance and Management Services
8 .
�
THE FIRST NATIONAL BAL�TK
OF SAINT PAUL
as Escrow Agent
By
Its
and
By
Its
9
2�96g�
EXHIBIT B
ESCROW AGREEMENT
This Escrow Agreement (the Agreement) made and
entered into as o£ the 23rd day of February, 1983 by and
between 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 1983 (the 1983
Certificates) pursuant to ti�e terms of a resolution (the Sale
__-- - • ___Resolution) adopted by the City Council on , 1983
and signed by the Mayor on , 1983 that it will
escrow certain tax receipts for its repayment of the principal
of and interest on the 1983 Certiticates and it ha� approved
the form and content o£ this agreement, subject to approval of
the City Attorney or his deputy, and authorized its execution.
B. The relevant provisians of said Sale Resolution
adopted , 1983, provide as follows:
"7. For the purpose of escrowing tax
receipts so that tYiey are irrevocably segregated
with a third party and available for the payment
in full of the principal of and interest on the
Certifieates when due, the City has des�gnated The
First National Bank of Saint Pau1, St. Paul,
Minnesota, to act as Escrow Agent (Agent) to whom
taxes shall be remitted as hereinafter provided ta
be held by said Agent in escrow and remitted to
� 2'79s8'7
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 10, 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 resnects 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 sa2e 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 Acting Director of Finance and
Management Services. "
"9. The City shall distribute all taxes
levied by it in 1982 payable in 1983 (the "Taxes")
as follows:
a. The City shall retain the first
$1,000,000 of Taxes received by it which are
- - � attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
total dollar amount of Taxes attributable to the
debt service levies included in principal amount
of the Certificates, i.e. an amount exactly equal
to the amount of Certificate proceeds deposited to
the "General Debt Fund" of the City.
b. the City shall also deposit with the
Agent all Taxes received by it in respect of all
other tax levies until there is on hand with the
Agent an amount equal to the total o£ the
principal and interest due on the Certificates at
maturity less the amount deposited with the Agent
pursuant to subparagraph a. of this paragraph.
2
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 whic'n they were
levied. °
C. The City has pursuant to said Sale Resolution
authorized the issuance of $22,700,000 General Obligation Tax
Anticioation Certificates of Indebtedness of 1983 and has
designated The First National Bank of Saint Paul to act as
Escrow agent pursuant to this Agreement.
D. The 1983 Certificates were sold to
and Associates as purchaser (the Purchaser) pursuant to a
resolution of the City adopted on , 1983. The
City has designated Chemical Bank as paying agent (Paying .
Agent) for the 1983 Certificates.
E. The reason and objeet for providing fQr the escrow of
tax receipts as herein provided was among others to induce the
purchase and sale of said 1983 Certificates, and Purchaser
relied upon the escrow covenant contained in the Sale
Resolution in making its bid on the sale of said 1983
Certificates.
F. The Escrow Agent, solely as an accommadation to the
City, and without charge other than reimbursement for its out
of pocket expenses a�d disbursements agrees to serve pursuant
to the terms and conditions hereof.
3
: .. _ �
. _ .. . . . .. . . . .
NOW THEREFORE, in consideration of the foregoing and
the covenants and agreements hereinafter set forth it is agreed �
by and between the parties hereto'�s follows:
1. The City shall disburse, deposit and pay over all
t�xes levied by it in 1982 and payable in 1983 together with .
all state aids paid in lieu of such taxes all of which are
hereinafter collectively referred to as the Taxes, which are
received by it after the date of this Agreement as follows:
(a) the City shall retain the first
$1,000,000 of Taxes received by it which are
attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
_____ __
sum of $ which is an amount exactly
equal to the amount of Certificate groceeds
deposited to the "General Debt Fund" of the City.
(b) the City shall also deposit with the
Agent all Taxes received by it in respect of all
other tax levies 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 on February 23, 1984 which i,s $
less:
4
(i) the amount deposited with the
Agent pursuant to subparagraph (a) of this
paragraph plus,
(ii) any premium paid for said
Certificates at the time of sale, plus
(iii) any income earned on items (i) and
(ii) .
Said Escrow Agent hereby acknowledges receipt of
$ representing a premium paid for the
Certificates which was received on February 23,
1983;
(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 by it for the purposes for
which they were levied.
2 . All Taxes paid over to the Escrow Agent shall be held
in a separate special account to be designated "City of Saint
Paul 1983 Tax Escrow Account" (the Account) . The money in said
Account has been and is hereby irrevocably appropriated for the
purpose of paying the principal o� and interest on the 1983
Certificates, provided that any balance remaining in said
Account after the payment of the 1983 Certificates and the
interest thereon. shall be transmitted to the City on the day
following the final maturity and payment in full of said 1983
Certificates and the interest thereon.
5
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
1983 Certificates on their stated maturity dates at times and
in 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
maturitg dates. AlI 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
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 Eserow Agent, but shall
be confirmed and transmitted in wri�ing within 24 hours
thereafter.
6
5. If for any reason the Escrow Agent shall fail or
refuse to act in accordance with tne 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 5ale Resolution.
6. The Escrow Agent may conclusively rely upon and shall
be protected in acting upon any statement, certificate, notice,
request, eonsent, 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 ta
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 ar
defend 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 far
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 sha1L not be liable for any
interest thereon.
7
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 sha11 be binding upon and inure to the
benef�t of the parties hereto and their respective successors
a�d assigns, and shall terminate in its entirety when all funds
escrowed hereunder shall have been paid and disbursed pursuant
to paragraph l hereof.
IN WITNESS WHEREOF the parties have caused this
Agreement to be executed by their duly authorized officers pr
- - representatives the day and year first above written.
CITY OF SAINT PAUL,
ST. PAUL, MTL�TL�TESOTA
By
3ts Mayor
Approved and
By
City Attorney Z�s City Clerk
and
By
ts irector, Department o
Finance and. Management Services
8
THE FIRST 1VATIONAL BANK
OF SAINT PAUL
as Ftscrow Agent
By
Its
and
By
Its
9
. __.. _ .__._ _ _
_ _
_ . 2'79�8`7
EXHIBIT B
ESCROW AGREEMENT
This Escrow Agreement (the Agreement) made and
entered into as of the 23rd day of February, 1983 by and
between the City of Saint Paul, St. Paul, Minnesota (the City) ,
and The First National Bank of Saint Paul, St. Paul, Minnesata
(the Escrow Agent) ;
WITNESSETH:
WHEREAS:
A. The City has heretofore agreed with the purchasers and
hol3ers from time to time of its General �bligation Tax
Anticipation Certificates of Indebtedness of 1983 (the 1983
, Certificates) pursuant ta the terms of a resolution (the Sale
_ - Resolution) adopted by the City Council on , 1983
and signed by the Mayor on , 1983 that it will
escrow certain_ tax receipts for its repayment of the principal
of and interest on the 1983 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 , 1983, 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
Firs.t National Bank of Saint Paul, St. Paul,
Minnesota, to act as Esc�ow Agent (Agent) to whom
taxes shall be remitted as hereinafter provided to
be held by said Agent in escrow and remitted ta
2'79s87'
the paying agent for the Certificates at times and
in amounts sufficient to pay the Certiticates 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 10, 1983, attached hereto as Exhiba.t
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 wa.th
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 Acting Director of Finance and
Management Services."
"9. The City shall distribute all taxes
levied by it in 1982 payable in 1983 (the "Taxes")
as £ollows:
a. The City shall retain the first
$1,000,000 of Taxes received by it which are
- � attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
total dollar amount of Taxes attributable to the
debt service levies included in principal amount
of the Certificates, i.e. an amount exactly equal
to the amount of Certificate proceeds deposited to
the "General Debt Fund" of the City.
b. the City shall also deposit with the
Agent all Taxes received by it in respect of all
other tax levies until there is on 'hand with the
Agent an amount equal to the total o£ the
principal and interest due on the Certificates at
maturity less the amount deposited with the Agent
pursuant to subparagraph a. of this paragraph.
2
__ _..._ _ . _ _ _ _ . __.. , _ . ___.
• � . � > q�rJ
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 which they were
levied. "
C. The City has pursuant to said Sale Resolution
authorized the issuance of $22,700,000 General Obligation Tax
Anticipation Certificates of Indebtedness of 1983 and has
designated The First National Bank of Saint Paul to act as
Escrow agent pursuant to this Agreement.
D. The 1983 Certificates were sold to
and Associates as purchaser (the Purchaser) pursuant to a
resolution of the City adopted on , 1983. The
City has designated Chemical Bank as paying agent (Paying
Agent) for the 1983 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 1983 Certificates, and Purchaser
relied upon the escrow covenant contained in the Sale
Resolution in making its bid on the sale of said 1983
Certificates.
F. The Escrow Ag�nt, solely as an accoxnmodation to the
City, and without charge other than reimbarsement for its out
of pocket expenses and disbursements agrees to serve pursuant
to the terms and conditions hereof.
3
._ _ . _ . . _ �
NOW THEREFORE, in consideration of the toregoing and
the covenants and agreements h�reinafter 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 1982 and payable in 1983 together with
all state aids paid in lieu of such taxes all of which are
hereinafter collectively referred to as the Taxes, which are
received by it after the date of this Agreement as follows:
(a) the City shall retain the first
$1,000,000 of Taxes received by it which are
attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
sum of $ which is an amount exactly
equal to the amount of Certificate proceeds
deposited to the "Gerieral Debt Fund° of the City.
(b) the City shall also deposit with the
Agent all Taxes received by it in respect of all
other tax levies 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 on February 23, 1984 which is $
less: �
4
(i) the amount deoosited with the
Agent pursuant to subparagraph (a) of this
paragraph plus, `
(ii) any premium paid for said
Certificates at the time of sale, plus
(iii) any income earned on items (i) and
(ii) .
Said Escrow Agent hereby acknawledges receipt of
$ representing a premium paid for the
Certificates which was received on February 23,
1983;
(c) �fter making the distributions provided
for in subparagraphs (a) and (b) of this
paragraph, all remaining Taxes shall be retained
by the City and apnlied by it for the purposes for
which they were levied.
2. All Taxes paid over to the Escrow Agent shall be held
in a separate special account to be designated "City of Saint
Paul 1983 Tax Escrow Account" (the Account) . The money in said
Account has been and is hereby irrevocably appro�riated for tYa,e
purpose of paying the principal of and interest on the 1983 .
Certificates, provided that any balance remaining in said
Accourit after the payment of the 1983 Certifa.cates and the
interest thereon shall be transmitted to the City on the day
following the final maturity and payment in �u.11 of said 1983
Certificates and the interest thereon.
5
3. The Escrow Age�t 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
1983 Certificates on their stated maturity dates at times and
in amounts sufficient to pay the principal and interest on said
Certificates as they �ecome due. If the sum on hand in the
Account shall be insufficient for this purpose the Escraw Agent
shall not be required to make any further payments or take any
further action and in such event the �ity 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
sinking funds. Earnings on sums on depos�t 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
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, certi£icate, 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
:,- -
defend 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 qusstion
arising hereunder and the Escrow Agent shall not be liable for
any action taken or omitted in good faith upon advice of sue'n
counsel. A11 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
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 Q�t 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. Thi.s 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 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.
CITY OF SAINT PAUL,
. ST. PAUL, MINNESOTA
By
Tts Mayor
Approved and
By
City Attorney Its City elerk
and
By
Its Director, Department o
Finance and Management Services
8
THE FIRST NATIONAL BANK
OF SAINT PAUL
as Escrow Agent
By
Its
and
By
Its
9
. '
�X��zBZT B 2'�968'�
ESCROW AGREEMENT
This Escrow Agreement (the Agreement) made and
entered into as o£ the 23rd day of February, 1983 by .and
between 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 1983 (the 1983
Certificates) pursuant to the terms of a resolution (the Sale
-_ - - • __.Resolution) adopted by the City Council on , 1983
and signed by the Mayor on , 1983 that it will
escrow cert�in tax receipts for its repayment of the principal
of and interest on the 1983 Certificates ancl it has approved
the form and content o£ 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 , 1983, 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, ta act as Escrow Agent (Agent) to whom
taxes shall be remitted as k�ereinafter provided to
be held by said Agent in escrow and remitted to
c. after making the distributions provided
for in subparagraphs a. and b. of this paragraph,
all remaining Taxes shall be retained by the City
�nd applied for the purposes �or which they were
, ...___..a �� i
���s��
the paying agent for the Certificates at times and
in amounts sufficient to pay the Certi.ficates 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
Agr�ement attached hereto as Exhibit B by letter
dated January 10, 1983, attached hereto as Exhibit
A "
.
"8. The Escrow Agreement shall be in the
forrn 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 af
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 Acting Director of Finance and
Management Services."
"9. The City shall distribute all taxes
levied by it in 1982 payable in 1983 (the "Taxes")
as follows:
a. The City shall retain the first
$1,000,000 of Taxes received by it which are
' - - � ---- attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
total dollar amount of Taxes attributable to the
debt service levies included in principal amount
of the Certificates, i.e. an amount exactly equal
to the amount of Certificate proceeds deposited to
the "General Debt Fund" of the City.
b. the City shall also deposit with the
Agent all Taxes received by it in respect of alI
other tax levies until there is on hand with the
Agent an amount equal to the total o£ the
principal and interest due on the Certificates at
maturity less the amount deposited with the Agent
pursuant to subparagraph a. of this paragraph.
2
. .. _ . ._ .. .. _ . . ...�._..._... a. ..... .. ._...,__.._ . .. . _._ ..._ _. ♦ _ . ..._ .. _ ....._._.__...._ _.._._..._ _..___....... _ .._ ......_. _ . ..._ ,_.. ._.. , c , . .._..�._..-.___..
NOW THEREFORE, in consideration af the foregoing and
the covenants and agreements hereinafter set forth it is agreed
by and between the parties hereto'�s follows:
1. The City shall disburse, deposit and pay over all
taxes levied by it in 1982 and payable in 1983 together with
all state aids paid in lieu of such taxes all of which are
hereinafter collectively ref.erred to as the Taxes, which are
received by it after the date of this Agreement as follows:
(a) the City shall retain the first
� . $1,000,000 of Taxes received by it which are
attributable to its debt service levies.
Thereafter it shall deposit with the Agent all
Taxes received by it in respect of debt service
levies until it has deposited with said Agent the
____
sum of $ which is an amount exactly
equal to the amount of Certificate proceeds
deposited to the °General Debt Fund° o£ the City.
(b) the City shall also deposit with the
Agent all Taxes received by it in respect of all
other tax levies 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 on February 23, 19$4 which is $
less:
4
�2 r � ���
(i) the amount deposited with the
Agent pursuant to subparagraph (a) of this
paragraph plus,
(ii) any premium paid for said
Certificates at the time of sale, plus
(iii) any income earned on items (i) and
(ii) •
Said Escrow Agent hereby acknowledges receipt of
$ representing a premium paid for the
Certificates wh�ch was received on February 23,
1983;
(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 by it for the purposes for
which they were levied.
2. All Taxes paid over to the Escrow Agent shall be held
in a separate special account to be designated "City of Saint
Paul 1983 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 1983
Certificates, provided that any balance r�maining in said
Account after the payment of the 1983 Certificates and the
interest thereon shall be transmitted to tYie City on the day
following the final maturity and payment in _full of said I983
� Certi£icates and the interest thereon.
5
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 raaturing
1983 Certificates on their stated maturity dates at times and
in 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
shail not be required to make any further payment� 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 ta 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
sinking funds. Earnings on sums on deposit in the Account may
be used far the same purposes for whic'n 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 -
5. If for any reason the Escrow A4ent 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 ather document believed by it to be
genuine and to have been signed or presented by the proper
parties. The Escraw Agent shall have no duty or liability to
verify any such statement, certificate, noticer 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
defend any action, suit or proceeding in connection with this
Agreement unless first indemnified to its satisfaction. The
Escrow Agent may consult counsel in resp�ct 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 purpases for which they
are held and the Escrow Agent shall not be liable for any
inter�st thereon.
7
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 r�view 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 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 Qr
- � representatives the day and year first above written.
CITY OF SAINT PAUL,
ST. PAUL, MIL�TI�TESOTA
By
Its Mayor
Approved and
By
City Attorney Its City Clerk
and
By
Its Director, Department o
Finance and Management Services
8
���4� ��
THE FIRST i�TATIOIJAL BAt�TK
OF 5AINT PAUL
as Escrow Agent
By
Its
and
By
Its
9