Loading...
HomeMy WebLinkAbout2024-4193AGREEMENT RELATING TO PAYING AGENCY, REGISTRAR, AND TRANSFER AGENCY THIS AGREEMENT, entered into on February 15,2024, by and between the City of Columbia Heights, 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 484.03. WHEREAS, the Issuer has by Resolution (the "Bond Resolution"), authorized the issuance of the following (the "Bonds"); . $6,875,000 General Obligation Library Bonds, Series 2015A . $3,265,000 General Obligation Refunding Bonds, Series 2017A . $8,505,000 General Obligation Refunding Bonds, Series 20178 o $2,070,000 General Obligation Public Facilities Refunding Bonds, Series 2018A 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 l. Agent's Duties. 1.1 Resistrar. The Agent shall keep at its principal corporate trust office in Roseville, Minnesota a Bond Register in which the Agent, in its capacity as registrar, shall provide for the registration of ownership ofthe bonds and the registration of transfers and exchanges ofthe Bonds entitled to be registered. transferred or exchanged pursuant to the terms olthe Bonds Resolution and the Bonds. 1.2. Transfer qf Bonds. Upon surrender to the Agent for transfer of any Bond duly endorsed by the CONTRACT #2024-4193 registered o\&'ner 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 ofthe signature satistactory 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 transf-eror. The Agent may. however, close the books lor registration ofany transt-er after the 15th day ofthe month preceding each interest payment date and until such interest payment date. 1.3. Exchan qf Bonds. Whenever any Bonds are surrendered to the Agent for exchange, the Agent shall authenticate and deliver the Bonds which, under the Bond Resolution, the owner making the exchange is entitled to receive. 1.4 Cancellation. All Bonds or coupons sunendered upon any transfer or exchange and unissued inventory at maturity shall be marked paid and canceled by the Agent and destroyed pursuant to Minnesota statutes, Section 475.553. subd. 2, unless otherwise directed by the Issuer. 1.5.Impropgl or Unauthorized Transfer. When any Bond is presented to the Agent for transfer, the Agent may refuse to transfer the same until it is satisfled 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 w'hich 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 ofreceiving 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 satis! and discharge the liability upon such Bond to the extent ofthe sum or sums so paid. 1.7 Taxes. Fees and Charses. For every transfer or exchange of Bonds the Agent may impose upon the owner thereofa 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 except in the case ofthe issuance ofa Bond or Bonds for the unredeemed portion ofa Bond surrendered for redemption. 1.8. Mutilate 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 ofany 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 ofthe Agent in connection therewith; and, in the case ofa 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 ofthe ownership thereof, and upon fumishing to the Agent of an appropriate bond of indemnity in form, substance and amount as may be required try law and as is satisfactory to the Agent, in which bond the Issuer and the Agent shall be named as obligees. Al1 Bonds so surrendered to the Agent shall be canceled by it and evidence ofsuch cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Bond has alteady 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 Pavment g!'Interest and Principal. The Agent shall keep true and accurate accounts ofthe outstanding principal balance ofthe Bonds; not less than thirty (30) days betbre the due date ofany principal ofor interest on the Bonds, send a statement to the Issuer ofthe amount which will be required to pay the principal of and interest on the Bonds on such date; pay such ofthe 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; pay such ofthe 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; if Agent iails to make timely payment. the Agent will pay all charges from depositories for untimely payments;. forthwith upon presentation and payment ofthe Bonds cancel the same and retain and dispose ofthe same in the manner set forth in Section 1.4 hereof: and (a) (b) (c) (d) (e) (f) 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 interest payment date or the presentation of the Bonds for payment. Any funds remaining in the possession of the Agent for payment ofthe Bonds three (3) years after the date for the payment thereof has expired shall, subject to any applicable escheat law, be retumed to the Issuer upon demand. 1.10. Reliance on Documents. The Agent may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein. on certificates, opinions or other documents fumished to the Agent by or on behallofthe Issuer. The Agent shall not be liable for any enor or judgment made in good faith by or on behalf of Agent in the performance ol the duties of Agent herein. l. I I . Delivery qf 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 [aw, 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 retumed, if and when required. Section 2. Issuer's Duties. 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 lbr or upon transfer ofoutstanding Bonds. Provision qlf Funds to p4y Princioal 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 tban.five business da-r.,s before the debt service payment date in order for the bondholder payments to be released on the payment date. Check payments received from the Issuer after the deadline will result in bondholder payments being released afrer a three business dcry clearance. If the Issuer pays by wire, the wire should be sent to the Agent one business r/ay prior to the debt service payment date- -. )Pavment qf Fees and Charges o:f Aeent. 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 remiued by the Issuer for payment ofprincipal and interest on the Bonds. 2.4 Payment q.f Reimbursable Charges Incurred by Aeent. 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 ofthe 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 a1l charges or penalties from depositories ifthey lail 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 Indemnifrcation. The Issuer shall indemni fu and hold the Agent harmless from and against any loss, cost, charge, expense, judgment or liability that it may incur in the exercise ofits powers and duties hereunder and which is not due to its negligence or default. Section 3. Termination. This agreement will terminate upon the later of the date of final payment of the principal and interest on the Bonds to the holders thereof or the date on which any remaining funds held by the Agent are remitted to the Issuer. Either party may terrninate this agreement by nritten notice mailed to the other party at least thirty (30) days prior to termination date, upon which event the Agent shall retum 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 ifthe 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 AgenL/Registrar has been appointed by the Issuer and notice of the appointment of the successor has been given to the holder of Bonds. 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 ol Columbia Heights, Minnesota 3989 Central Ave NE Columbia Heights, MN 55421-3958 By: ame:Joseph Kloiber Finance Director BOND TRUST SERVICES CORPORATION 3060 Centre Pointe Drive. Suite 110 Roseville. MN 551 13 ted Title: ey: Aq-9!-,{ Nicole Aly Paying Agent Administrator nl ,/4 E!EHLERs REGISTRAR AND PAYING AGENT FEE SCHEDULE FOR BOOK-ENTRY ONLY TRANSACTION I. Initial Fee: 5450.00 The initial fee payable at closing covers: l) Review offinal bond documentsl 2) Communication with Municipal Advisor and Bond Counsel; 3) Coordination ofdelivery ofBond(s) for closing; and 4) Set up ofnecessary accounts and records. II. Annual Administration Fee: 5.175.00 The annual fee, payable in advance, covers: I ) Invoicing and collection of scheduled debt service payments; 2) Documentation and wiring of scheduled debt service payments; 3) Handling all correspondence and communications with The Depository Trust Company; 4) Maintenance of Issuer's account: 5) Destruction of Bond(s); 6) Processing of optional redemption notices; and 7) Audit verification letters. III. AdditionalServices: 1) Processing of Mandatory Sinking Fund Notices - $100 per notice Fees for services other than those listed above not contemplated at the time of issuance will be charged based on the type of service performed, expenses incurred, time involved, and responsibility assumed. The above fees may be subject to periodic rettiew arul/or adjustment Submission ID: P21347878 Submission Date: 2/22/2024 3:08 PM Status: PUBLISHED Disclosure Categories Voluntary Disclosure Change of Tender Agent, Remarketing Agent or Other On-going Party: Change in Fiscal Agent City of Columbia Heights, Document File Period Date BTSC Agreemeent signed.pdf 02/22/2024 Associated Securities The following are associated with this continuing disclosure submission. CUSIP-6 Issuer Name 197684 CITY OF COLUMBIA HEIGHTS, MINNESOTA (ANOKA COUNTY) Total CUSIPs associated with this submission: 49 The disclosure will be published for the following securities. CUSIP-9 Issue Description Dated Date Maturity Date Coupon (%) 197684TK9 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2020 3 197684TL7 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2021 3 197684TM5 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2022 3 197684TN3 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2023 3 197684TP8 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2024 3 197684TR4 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2026 2.45 197684TV5 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2030 3 197684TX1 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2032 3.1 197684TZ6 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2034 3.2 197684UB7 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2036 3.35 197684UD3 GENERAL OBLIGATION PUBLIC FACILITIES REFUNDING BONDS, SERIES 2018A 12/27/2018 02/01/2038 3.45 197684SN4 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2018 3 197684SP9 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2019 3 197684SQ7 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2020 3 197684SR5 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2021 3 CUSIP-9 Issue Description Dated Date Maturity Date Coupon (%) 197684SS3 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2022 3 197684ST1 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2023 3 197684SU8 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2024 3 197684SV6 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2025 3 197684TH6 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2037 2.65 197684TJ2 GENERAL OBLIGATGION REFUNDING BONDS, SERIES 2017B 07/06/2017 02/01/2038 3.25 197684SA2 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2018 2 197684SB0 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2019 2 197684SC8 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2020 2 197684SD6 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2021 2 197684SE4 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2022 2 197684SF1 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2023 2 197684SG9 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2024 2 197684SH7 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2025 3 197684SJ3 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2026 3 197684SK0 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2027 2.1 197684SL8 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2028 2.2 197684SM6 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2017A 07/06/2017 02/01/2029 2.3 197684RE5 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2017 3 197684RF2 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2018 3 197684RG0 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2019 3 197684RH8 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2020 3 197684RJ4 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2021 3 197684RK1 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2022 3 197684RL9 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2023 3 197684RM7 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2024 3 197684RN5 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2025 2.5 197684RP0 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2026 2.5 197684RQ8 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2027 2.5 197684RR6 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2028 3 197684RS4 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2029 3 197684RT2 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2030 3 197684RY1 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2035 3 197684RZ8 GENERAL OBLIGATION LIBRARY BONDS, SERIES 2015A 03/04/2015 02/01/2036 3.25 Submitter's Contact Information Ehlers & Associates, Inc Name: ANNIE MALLON Address: 3060 CENTRE POINTE DRIVE City, State Zip: ROSEVILLE, MN 55113 Phone Number: 2627966188 Email: amallon@ehlers-inc.com Issuer's Contact Information Obligated Person's Contact Information ©2024 Municipal Securities Rulemaking Board (MSRB)