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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