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HomeMy WebLinkAboutContract 2109bank® Five Star Service Guaranteed ~~ Corporate Trust Services EP-MN-WS3C 60 Livingston Avenue St.Paul, MN 55107-2292 July 7, 2008 .. 2109 City of Columbia Heights Attn: William Elrite, Finance Director 590 - 40th Avenue NE Columbia Heights, MN 55421 Re: Taxable General Obligation Housing Improvement Area Bonds, Series 2008A Dear Mr. Elrite: Thank you for appointing U.S. Bank National Association as Paying Agent and Bond Registrar of the above-captioned bond issue. Enclosed for your review and signature are two copies of an Agency Agreement executed by us outlining our duties and responsibilities as they relate to the paying agent/registrar capacities. U.S. Bank policy requires an executed Agreement as a condition of closing. One fully-executed original of the Agreement should be returned at your earliest convenience. We encourage you to return the Agreement as close to the Wednesday, July 16, 2008 closing date as possible. Please retain the second copy for your records. Please contact me at (651) 495-3892 if you have any questions or comments. Diane Johnson, your post-closing contact, can be reached at (651) 495-3921. We look forward to working with you. Sinc rely, ; C Laura Saund s Corporate Trust Department Enclosures Paying Agency Agreement.doc ~~ AGREEMENT RELATING TO PAYING AGENCY, REGISTRAR AND TRANSFER AGENCY THIS AGREEMENT made Wednesday, July 16, 2008 by and between the City of Columbia Heights, Anoka County, State of MN (the "Issuer") and U.S. Bank National Association (the "Agent"), an association duly organized and existing under the laws of the United States, WITNESSETH that the Issuer has by Official Statement, dated June 12, 2008, authorized the issuance of the Taxable General Obligation Housing Improvement Area Bonds, Series 2008A (the "Bonds"); and that the Issuer has designated the Agent as the paying agent, registrar and transfer agent for the Bonds. NOW THEREFORE, the Issuer and the Agent, each in consideration of the representations, covenants and agreements of the other as set forth herein, mutually represent, covenant and agree as follows: Section 1. Agent's Duties. 1.1. Re istrar. The Agent shall keep at its principal corporate trust office a Bond Register in which the Registrar shall provide for the registration of ownership of the bonds and the registration of transfers and exchanges of the Bonds entitled to be registered, transferred or exchanged. 1.2. Transfer of Bonds. Upon surrender to the Agent for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Agent duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, together with a guarantee of the signature satisfactory to the Agent, the Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferer. The Agent may, however, close the books for registration of any transfer after the 15th day of the month preceding each interest payment date and until such interest payment date. Paying Agency Agreement.doc 1.3. Exchange of Bonds. Whenever any Bonds are surrendered to the Agent for exchange the Agent shall authenticate and deliver the Bonds which, under the authorizing resolution, the owner making the exchange is entitled to receive. 1.4. Cancellation. All obligations or coupons surrendered upon any transfer or exchange and unissued inventory at maturity shall be canceled by the Agent and destroyed pursuant to Minnesota statutes 475.553, subd 2, unless otherwise directed by the Issuer. 1.5. Improper or Unauthorized Transfer. When any Bond is presented to the Agent for transfer, the Agent may refuse to transfer the same until it is satisfied that the endorsement on such Bond or written instrument of transfer is valid and genuine and the requested transfer is legally authorized. The Agent shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. 1.6. Persons Deemed Owners. The Agent shall treat the person in whose name any Bond is at any time registered in the Bond Register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. 1.7. Taxes, Fees and Charges. For every transfer or exchange of Bonds the Agent may impose upon the owner thereof a charge sufficient to pay or reimburse the Agent for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. 1.8. Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Agent shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Agent in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing by the owner with the Agent of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Agent of an appropriate bond of indemnity in form, substance and amount as maybe required by law and as is satisfactory to the Agent, in which bond the Issuer and the Agent shall be named as obligees. All Bonds so surrendered to the Agent shall be canceled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment, provided that the owner shall first provide the Agent with a bond of indemnity as set forth above. 1.9. Records, Statements, Payment of Interest and Principal. The Agent shall: Paying Agency Agreement.doc (a) keep true and accurate accounts of the outstanding principal balance of the Bonds; (b) not less than thirty (30) days before the due date of any principal of or interest on the Bonds, send a statement to the Issuer of the amount which will be required to pay the principal of and interest on the Bonds on such date; (c) pay such of the interest on the Bonds as is due on each stated interest payment date, with the funds received from the Issuer, by check or draft mailed, no later than the interest payment date, to the registered owners of the Bonds as of the close of business on the 15th day (whether or not a business day) of the preceding month, at their addresses as they appear on the Bond Register; if the Issuer provides the Agent with sufficient funds to make such payment prior to any interest payment date, the Agent shall mail such checks or drafts at the close of business on the last business day preceding such interest payment date; (d) pay such of the principal of the Bonds as is due on the stated payment dates, with the funds received from the Issuer, upon presentation of the Bonds for payment; (e) forthwith upon presentation and payment of the bonds cancel the same and retain and dispose of the same in the manner set forth in Section 1.4 hereof; and The Agent shall not be required to pay interest on any funds of the Issuer for any period during which such funds are held by the Agent awaiting the presentation of the Bonds for payment. Any funds remaining in the possession of the Agent for payment of the Bonds three (3) years after the date for the payment thereof has expired shall, subject to any applicable escheat law, be returned to the Issuer upon demand. 1.10. Instructions from Issuer. The Agent in respect to any matter arising in connection with said agency, may apply to, and act under the instructions of, the Mayor or City Manager of the Issuer, and, in respect to any legal question arising in connection with said agency, may apply to, and act under the instructions of the Mayor or City Manager. 1.11. Delivery of Records to Issuer; Retention. The Agent may, from time to time at its discretion, deliver to the Issuer, for safekeeping or disposition by the Issuer in accordance with law, such records accumulated in the performance of its duties as it may deem expedient, and the Issuer assumes all responsibility for any failure thereafter to produce any paper, record or document so returned, if and when required. Section 2. Issuer's Duties. Paying Agency Agreement.doc 2.1. Provision of the Executed Bonds. The Issuer shall provide the Agent with such executed Bonds as are required to issue the Bonds in exchange for or upon transfer of outstanding Bonds. 2.2. Provision of Funds to pay Principal and Interest. The Issuer may pay the Agent for the interest and principal due by check, however; the check must be received by the Agent for deposit no later than three business days before the debt service payment date in order for the bondholder payments to be released on the payment date. In order to release checks a business day prior to payment date, the check must be received by the Agent four business days prior to payment date. Check payments received from the Issuer after the deadline will result in bondholder payments being released after a three business day clearance. If the Issuer pays by wire, the wire should be sent to the Agent one (1) business day prior to the debt service payment date. 2.3. Payment of Fees and Char e~ s of Agent. The Issuer shall pay to the Agent reasonable fees and charges for services performed hereunder in accordance with the Registrar's fee schedule in effect at the time of the service. The fees and charges of said Agent shall in no event become a charge against the funds remitted by the Issuer for payment of principal and interest on the Bonds. 2.4. Failure to Provide Funds. If available funds needed for payment do not reach the Agent by any interest payment date, payment of items may be refused and the Issuer maybe charged for reasonable expenses incurred and extra service performed in accordance with the Agent's schedule in effect at the time of the payment date. 2.5. Indemnification. The Issuer shall indemnify and save the Agent harmless from and against any loss, cost, charge, expense, judgment or liability which it may incur in the exercise of its powers and duties hereunder and which are not due to its negligence or default. Section 3. Termination. Either party may terminate this agreement by written notice mailed to the other party at least thirty (30) days prior to termination date, upon which event the Agent shall return all cash and Bonds in its possession to the Issuer or its order and shall deliver the Bond Register to the Issuer or its order, and the Issuer shall pay any accrued and unpaid service charges to the Agent. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federa] law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For anon-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. Paying Agency Agreement.doc r IN WITNESS WHEREOF, the Issuer and the Agent have caused this agreement to be executed in their respective names by their duly authorized representatives, in two counterparts, each of which shall be deemed an original. City of Columbia Heights, S~ B It (SEAL) ,~ By Its City Manager U.S. BANK NATIONAL ASSOCIATION Agent f By .~~~`~ ~~a Its [Assistant] Vice Presid'~~it Paying Agency Agreement.doc Anoka County,