HomeMy WebLinkAbout2016-2726Pilli'['��f+�
k OEM 61 V •. '0 ♦ 0113MIA-10 .'.
THIS AGREEMENT, entered into on July 7, 2016, by and between the COLUMBIA HEIGHTS
ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA (the "Issuer ") and BOND TRUST
SERVICES CORPORATION, a wholly owned subsidiary of Ehlers & Associates, Inc. (the "Agent "), a
corporation duly organized and existing as a limited purpose trust company under the laws of the State of
Minnesota, Section 48A.03.
WHEREAS, the Issuer has by Resolution, adopted on June 29, 2016, authorized the issuance of
$2,435,000 Columbia Heignts Economic Development Authority Tax Increment Revenue Bonds, Series
2016 (the "Bonds ");
WHEREAS, the Issuer has designated the Agent as the paying agent, registrar and transfer agent for
the Bonds;
WHEREAS, the Agent has agreed to serve in such capacities for and on behalf of the Issuer and has
full power and authority to perform and serve in such capacities 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 Registrar. The Agent shall keep at its principal corporate trust office a Bond Register in which
the Agent, in its capacity as 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 transferor. The Agent may, however, close the books for registration of any
Agreement Relating to Paying Agency, Registrar, Transfer Agency
For Columbia Heights Economic Development Authority, Minnesota Page I
transfer after the 15th day of the month preceding each interest payment date and until such
interest payment date.
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, Section 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
may be required by law and as is satisfactory to the Agent, in which bond the Issuer and the
Agent shall be named as obliges. 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:
(a) keep true and accurate accounts of the outstanding principal balance of the Bonds;
Agreement Relating to Paying Agency, Registrar, Transfer Agency
For Columbia Heights Economic Development Authority, Minnesota Page 2
(h) not less than thirty (30) days hefore the due (late 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 Tends can such dwe:
(c) pay such of Be imerest on the Bondy as is due on each stated interest payment elate, with
the funds received from the Issuer, by check or draft mailed, no .later than the interest
pa} mcnt date, to the registered o�, ners of the Bonds as of the close of business oil the 17th
dal' (whohn or not a business day) of the precalrng )Month, at then" addresses as they
appear on the Bond Register:
(d) pity such of tlac principal of the Bonds as is due on Be stated payment dates. with the funds
receiN ed from the Issuer. upon presentation of the Bonds for payment:
(c) i # A <re'nt fai I to make tirrtely patymcnt, the .Tent will pay all charges front depositories for
untimely payutents :.
(f) forthwith upon presentation and payment of the Bonds cancel the sarne and retain and
dispose of Be same in the manner set forth in Section 1.4 hereof': and
The Agent shall not be required to pay inwrest on any funds of the Issuer for ltny her °iod durinl
Which such funds are held by the Ages aw iting the interest pltyment date or the presentation of
the Bonds for payment. Any funds remaining in the possession of Me Agent forpayment (Me
Bonds three (3) years after the date for the payment thereof' has expired shall, subject to any
atpplicablc escheat W. he returned to the Issuer upon demand.
1.10. Re l lance tin Documents. The Agent may cow Wh cly rely, as to the truth oft lie statements and
o7rrectness of the opirlkms expressed therch. on certificates, opinions or other documents
furnished t o t he Agent by or on behaalfof the Issuer. The Agent shall not be liable forany error
(Oudgment made in good lhth by or on behalf of Agent in the pedbrmance of the duties of
gent het-ch.
1.1 1. Deliv crN of Records to Issuer: Retention. I'lle. Agent may. fronn time to time at its discretion,
deliver to the ]suer, for saf'ekeeliing or disposition by the }~suer in accordance with law, such
rosarils accumulated in the performance of its duties as it may deem expedient, and the Issuer
assumes all responsibility for any Lulure thereafter to produce any paper, record or document
so returned, if and when required.
Section 3. Issuer's Duties.
11 Pawiskm of the Executed Bonds. The Issuer shall pro\ ide the Agent With such executed Bonds
as an required to issue the Bonds in exchange for ear upon transfer ()f outstanding Bonds.
2.2 P eL��ision of Funds to pay Principal and Interest. The Issuer may pay the Agent for the interest
and principal due hV check. Iwmvyer the check must be received by the Agent for deposit no
later than fir =e business A> before the debt service payment (:late in order for the bondholder
payments to tie released tan the payment date. Check payments received from the Issuer a tlerthe
dcatdhne will result in bondholder payments being released after a three business d5v
clearance. If the Issuer pays by wire, the w5v should be sent to the Agent one business dlgv
prior to the debt Service payment date.
Agreement Rclating to Paying Agency. Registrar, Transfer Agency
I-or- ColurMhia I- Ieights I conmhc Development Authority, Nlinnc:sota Page 3
2.3 Payment of Fees and Charges of Agent. The Issuer shall pay to the Agent reasonable fees and
charges for services performed hereunder in accordance with the Agent's fee schedule attached
hereto as Schedule A for the first two years of the Agreement and thereafter according to Agent's
then current 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 Payment of Reimbursable Charges Incurred by Agent, The Issuer agrees to reimburse Agent,
upon Agent's request, for all reasonable expenses, disbursements and advances incurred or made
by the Agent in accordance with any of the provisions of the Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and counsel)
2.5 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 may be charged for
reasonable expenses incurred and extra service performed in accordance with the Agent's fee
schedule in effect at the time of the payment date. The Issuer shall pay all charges or penalties
from depositories if they fail to make timely payments provided, however, that the Agent agrees
to abide by the depository requirement for same day wire transfer of funds for debt service
payment.
2.6 Indemnification. The Issuer shall indemnify and hold the Agent harmless from and against any
loss, cost, charge, expense, judgment or liability that it may incur in the exercise of its powers
and duties hereunder and which is not due to its negligence or default.
Section 3. Termination.
This agreement will terminate upon the date of final payment of the principal and interest on the Bonds
to the holders thereof. 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 fees and service charges to the
Agent. In the event that such termination is by the Issuer, Issuer shall pay a termination fee as set forth
by the Agent at the time of termination. No termination fee will be charged to the Issuer if the
termination is due to the failure by the Agent to provide the services outlined in this Agreement. No
early termination hereunder shall be effective until a successor Paying Agent/Registrar has been
appointed by the Issuer and notice of the appointment of the successor has been given to the holder of
Bonds.
Agreement Relating to Paying Agency, Registrar, Transfer Agency
For Columbia Heights Economic Development Authority, Minnesota Page 4
IN NN-TT NEtiS W T-IT:• RECK the Issuerand the Agent have caused this agreenrcnt to be executed in Owir
respect i vc narrtcs by Meir duly attthtmized rcprescn tat ives, in two CoirnterParts, each of wti hick shall he deemed
an original.
C:Y)I.,UMBI A LOPMI?NT
AUTHORITY, "WINK ISOT
590 40th It, c NT CO]Lltrrl'i', eights. >,NIN 5SI J- 83S
By:
Printed Name:
Printed Title:
BO \D TRi. ST SERVICES CORPORATION
060 Ccntrc POintc Griye. Suite 1 10
Ro,cville. NI\ 5511
I3v: m
Megan Sandell
Pyre ing , gmit Administrator
shpt ement KclaiNg to Paying Agawy. Reg.,istrar. Transfer Agency
Fol- Columbia Economic Dcvclopmem ALItht>r-ity. WrincsOta Page 5
BOND TRUST SERVICES
REGISTRAR AND PAYING AGENT FEE SCHEDULE FOR
BOOK- ENTRY ONLY TRANSACTION
I. Initial Fee: $350.00
The irriti.d Ice Payable at closings covers:
3 ) Res ic%s of final bond doct file nts:
?) Comrnt.rnical( on with financial advisor and Bond CorrnSel:
3) E "ok'n- dination of delivery of Bonds) for closing: and
4) Set trp of necessary accounts and records.
IL Annual Administration Fee: `{450.00
The anmrtd fce_ payable ir1 adti once. covers:
I ) Invoicing and Collection of'sChedule;d dent service payments:
I Documentation and k�iril)2 of'sc,lrcdtrled debt sercicc payments;
3) Han(lli IL, all col- re"polid once and cor11 III crt1ications with The Deposilory Trust Company':
f) 1laintenarrce t.f Issuer s aCCOL1nt:
5) DestRIC6011 of'Bond(s):
6) Processing of optional redemption notices: and
7 :audit �crification letters.
III. Additional Services:
1 ) Processing of Mandatory Sinkin`w Fund Notices - 5100 per notice
Fees those listed above not contemplated at the time. of issuance will be charged
haled on the type of service performed. expenses incurred, ti me involved, and responsibility asstuile.d.
Ae above /c,c's mov be suhjc'c7 to periodic- review uncl /or o dl*ltstmettt.
3060 CENTRE POINTE DRIVE, SUITE 110
ROSEVILLE, MN 55113
(651) 209 -1010 • FAX: (651) 209 -1059
info @ bondtrustservices.com