Resolution 4078 - Refunding General Obligation BondsMou
CERTIFICATION OF MNUTES RELATING TO
$385,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1992
Issuer: City of Kalispell, Flathead County, Montana I
Governing Body- City Council
Kind, date, time and place of meeting: A regular meeting, held on September 21,
1992, at 7:30 p.m., at the Council Chambers, City Hall, Kalispell, Montana.
Members present: Counci 1per sons Collins, Kennedy, Larson, Buck, Moses, Granmo,
Atkinson and Mayor Rauthe
Members absent: Councilman Nystul
Documents attached:
Minutes of said meeting (including):
RESOLUTION NO. 4078
RESOLUTION RELATING TO $385,000 GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1992, DETERMINING THE FORM AND
DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND
LEVYING TAXES FOR THE PAYMENT THEREOF
1, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the obligations referred to in the title of this
certificate, certify that the documents attached hereto, as described above, have been
carefully compared with the original records of said corporation in my legal custody,
from which they have been transcribed; that said documents are a correct and
complete transcript of the minutes of a meeting of the governing body of said
corporation, and correct and complete copies of all resolutions and other actions
taken and of all documents approved by the governing body at said meeting, so far
as they relate to said obligations; and that said meeting was duly held by the
governing body at the time and place and was attended throughout by the members
indicated above, pursuant to call and notice of such meeting given as required by
law.
WITNESS my hand officially as such recording officer this 21st day of
September, 1992.
Finance r5irector
(SEAL)
491
Member Larson '— introduced the following resolution and moved
its adoption:
RESOLUTION NO. 4 0 7 8
RESOLLMON RELATING TO $385,000 GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1992; DETERMINING THE FORM AND
DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND
LEVYING TAXES FOR THE PAYMENT THEREOF.
BE IT RESOLVED by the City Council (the Council) of Kalispell,
Montana (the City), as follows:
Section 1. Authorization and Sale.
1.01. At an election duly called and held November 6, 1984, the electors
of the City authorized the issuance and sale of general obligation bonds of the City in
the aggregate principal amount of $550,000. Pursuant to such authorization, this
Council issued and sold general obligation bonds of the City denominated General
Obligation Bonds, Series 1985, in the aggregate principal amount of $550,000 (the
"Outstanding Bonds"). The Outstanding Bonds are presently outstanding in the
aggregate principal amount of $385,000.
1.02. For the purpose. of reducing the interest cost on the bonds
authorized at the election referred to in Section 1.01 and reducing the taxes necessary
to pay the principal of and interest on the Outstanding Bonds, this Council on
September 4, 1992, determined that it is in the best interests of the City and the
owners of taxable property therein for the City to sell its general obligation
refunding bonds in the amount of $385,000, pursuant to Montana Code Annotated,
Section 20-9-412, in order to refund $385,000 of the Outstanding Bonds with stated
maturities from 1993 through 2000. The Council further authorized the issuance of
such bonds, to be denominated "General Obligation Refunding Bonds, Series 1992"
(the "Bonds"), for the purpose of refunding the Outstanding Bonds and the
negotiated sale of the Bonds to D. A. Davidson & Co., of Great Falls, Montana (the
"Purchaser"). As authorized by the Council, the City and the Purchaser entered into
a Bond Purchase Agreement, dated September 8, 1992, relating to the sale of the
Bonds, the Bonds to bear basic and additional interest at the rates and mature on the
dates and in the amounts and contain the further terms and conditions set forth in
this resolution. To the extent any terms of the Bonds as prescribed herein or in the
Bond Purchase Agreement conflict, the provisions of this resolution shall govern.
1.03. The debt service savings to result from the refunding of the
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492
discount rate of 5.53% over the term of the 'Bonds. As required by Montana Code
Annotated, Section 7-7-4304, the average annual interest rate on the Bonds (5.4479%)
is more than one-half of one percent (0.50%) less than the average annual interest
rate on the Outstanding Bonds (9.095%). 1
1.04. All acts, conditions and things required by the Constitution and
laws of the State of Montana to be done, to exist� to happen and to be performed
prior to the issuance of the Bonds have been done, do exist, have happened and
have been performed in due time, form and manner, wherefore it is now necessary
for this Council to establish the form and terms of the Bonds, to provide for the
security thereof and to issue the Bonds forthwith.
Section 2. _F_Qrm of Bonds ap_d Certificates.
2.01. The Bonds shall be prepared in substantially the following form:
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[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF FLATHEAD
CITY OF KALISPELL
GENERAL OBLIGATION REFUNDING BOND SERIES 1992
No. $-
Basic Maturity Date of
Rate Date Original Issue CUSIP
October 1, 1992
REGISTERED OWNER: SEE REVERSE FOR
CERTAIN DEFINITIONS
PRINCIPAL AMOUNT: DOLLARS
The City of Kalispell, Flathead County, State of Montana (the City),
acknowledges itself to be indebted and for value received hereby promises to pay to
the registered owner named above, or registered assigns, the principal amount
specified above on the maturity date specified above or, if this Bond is prepayable as
stated herein, on any date prior thereto on which this Bond shall have been duly
called for redemption, and to pay basic interest on said principal amount to the
registered owner hereof from October 1, 1992 or from such later date to which
interest has been paid or duly provided for until this Bond is paid or, if this Bond is
prepayable, until it has been duly called for redemption, at the rate specified above.
Principal of this Bond ispayable upon presentation and surrender hereof at the
principal office of TrustCorp, in Great Falls, Montana, as Bond Registrar, Transfer
Agent and Paying Agent (the Registrar) or its successor designated under the
Resolution described herein. Basic interest on this Bond is payable semiannually on
each October 1 and April 1 by check or draft mailed by the Registrar to the person in
whose name this Bond is registered as of the close of business on the 15th day
(whether or not a business day) of the immediately preceding month, at his address
as it appears on the bond register maintained by the Registrar.
a
Additional interest is payable on all Bonds from October 1, 1992
through March 30,1993, at the rate of 6.7% per annum, payable on April 1, 1993.
Additional interest hereon and on all other such Bonds is represented by, and
payable in accordance with and upon presentation and surrender at the principal
office of the Registrar of, separately registered additional interest certificates.
The principal of and basic interest on this Bond are payable in lawful
money of the United States of America. For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith, credit and
taxing powers of the City have been and are hereby irrevocably pledged.
Additional provisions of this Bond are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully set
forth hereon.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Registrar by the manual
signature of one of its authorized representatives.
N WrTNESS WHEREOF, the City of Kalispell, Flathead County, State
of Montana, by its City Council, has caused this Bond to be executed by the facsimile
signatures of the Mayor and the Finance Director, and by a facsimile of the official
seal of the City. I
Date of Authentication:
Attest: (Facsimile Signature) (Facsimile Signature)
Mayor Finance Director
(Facsimile Seal)
M
495
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
TRUSTCORP
By
Authorized Signature
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Htwo
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of
$385,000, all of like date of original issue and tenor except as to serial number,
denomination, maturity date, basic interest rate and redemption privilege, issued
for the purpose of refunding valid general obligation bonds of the City, all pursuant
to resolutions duly adopted by the City Council, including a resolution adopted on
September 21, 1992 (the Resolution), and in full conformity with the Constitution
and laws of the State of Montana thereunto enabling. The Bonds are issuable only
as fully registered Bonds of single maturities, in denominations of $5,000 or any
integral multiple thereof.
Bonds of this issue maturing in the years 1993 through 1997 are payable
on their respective stated maturity dates without option of prior payment, but
Bonds having stated maturities in 1998 and later years are each subject to
redemption and prepayment at the option of the City, in inverse order of maturities
and in $5,000 principal amounts selected by lot within a maturity on October 1, 1997,
and any interest payment date thereafter, at a price equal to the principal amount
thereof to be redeemed plus interest accrued to the redemption date. Notice of the
call for redemption of any Bond will be mailed, at least thirty days before said
redemption date, by first-class mail to the registered owner thereof at the address
appearing in the registration books maintained by the Registrar; provided that any
failure to give or any defect in such notice shall not affect the validity of proceedings
for the redemption of any Bond not affected thereby. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed
shall, on the redemption date, become due and payable at the redemption price
therein specified, and from and after such date (unless the City shall default in the
payment of the redemption price) such Bonds or portions of Bonds shall cease to
bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be
delivered to the registered owner without charge, representing the remaining
principal amount outsta nding.
The Bonds have been designated by the City as "qualified tax-exempt
obligations" pursuant to Section 265 of the Internal Revenue Code of 1986, as
amended.
As provided'in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the principal
office of the Registrar, by the registered owner hereof in person or by his attorney
duly authorized in writing, upon surrender hereof together with a written
instrument of transfer satisfactory to the Registrar, duly executed by the registered
owner or his attorney, and may also be surrendered in exchange for Bonds of other
niithnri7,Pd dpnominations. Unon anv such transfer or exchanee, the Citv will caus
497
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a new Bond or Bonds to be issued in the name of the transferee or registered owner,
of the same aggregate principal amount, bearing basic interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof, whether this Bond is
overdue or not, for the purpose of receiving payment and for all other purposes,
and neither the City nor the Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTMED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the Constitution and laws of the State
of Montana to be done, to exist, to happen and to be performed precedent to and in
the issuance of this Bond, in order to make it a valid and binding general obligation
of the City according to its terms, have been done, do exist, have happened and have
been performed in regular and due form, time and manner as so required; that the
City Council will annually levy an ad valorem tax on all of the taxable property in
the City sufficient to pay the interest hereon when it falls due and also to pay and
discharge the principal of this Bond at maturity; and that this Bond, together with
all other indebtedness of the City outstanding on the date of original issue hereof
and on the date of the delivery of the Bonds of this issue to the original purchaser
thereof, does not exceed any constitutional or statutory limitation of indebtedness.
The following abbreviations, when used in the inscription on the face
of this Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT ...... Custodian...
in common (Cust) (Minor)
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common
under Uniform Gifts to
Minors
Act.............................................................
(State)
Additional abbreviations may also be used
although not in the above list
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto — the withih Bond and all rights
thereunder, and hereby irrevocably constitutes and appoints
attomey to transfer the within Bond on the books kept for registration thereof,
full power of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
Signature Guarantee:
with
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within Bond in every particular,
without alteration or enlargement or
any change whatsoever.
2.02. Legal Opinion. A copy of the text of the legal opinion of Bond
Counsel shall be printed on the reverse side of each of the Bonds and identified by a
certificate in the following form:
We certify that the above is a full, true and correct copy of the legal
opinion rendered by Bond Counsel on the issue of Bonds of the City of Kalispell,
Flathead County, Montana, which includes the within Bond, dated as of the date of
delivery of and payment for the Bonds.
(Facsimile Signature)
Mayor
(Facsimile Signature)
Finance Director
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Section 3. Form of Certificates. The Certificates referred to in Section M
I[Face of Certificates]
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF FLATHEAD
CITY OF KALISPELL
REGISTERED ADDITIONAL INTEREST CERTIFICATE RELATING TO
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1992
DATED, AS ORIGINALLY ISSUED, AS OF OCTOBER 1, 1992
No.
Additional
Interest Date of Percentage of
Rate Interest Period Payment Ownership
October 1, 1992 through April 1, 1993
1 March 30,1993
REGISTERED OWNER:
AMOUNT:
SEE REVERSE FOR
CERTAIN
DEFINITIONS
DOLLARS
FOR VALUE RECEIVED, THE CITY OF KALISPELL (the "City"), a duly
organized municipal corporation located in Flathead County, Montana, will pay to
the registered owner named above, or registered assigns, on the date specified above
an amount equal to the percentage of ownership specified above multiplied by the
amount then due representing additional interest at the annual rate and for the
limited period specified above on the General Obligation Refunding Bonds, Series
1992, dated, as originally issued, as of October 1, 1992, of the City, to the -extent such
Bonds have not been paid prior to said date. Such additional interest is payable, in
lawful money of the United States of America, upon presentation and surrender of
this Certificate to TTustCorp, at its principal office in Billings, Montana, as Bond
Aaanf nnri Pavincr Acrent or its successor designated under the
500
Additional provisions of this Certificate are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully set
forth herein.
This Certificate shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Registrar by the manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Kalispell, Montana, by its City Council,
has caused this Certificate to be executed by the facsimile signatures of the Mayor
and the Finance Director and has caused this Certificate to be dated as of October 1,
1992.
(Facsimile Signature)
Mayor
(Facsimile Signature)
Finance Director
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates representing additional interest on the Series
1992 Bonds delivered pursuant to the Resolution mentioned herein.
TRUSTCORP,
as Registrar
BV
Authorized Representative
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501
[Reverse of Certificates]
As provided in Resolution No.4o78 duly adopted by the City Council of the
City on September 21, 1992 (the "Resolution"), pursuant to which the Bonds and
this Certificate were issued, and subject to certain limitations set forth therein, this
Certificate is transferable upon the books of the City at the principal office of the
Registrar, by the registered owner hereof in person or by his attorney duly
authorized in writing upon presentation hereof together with a written instrument
of transfer satisfactory to the Registrar, duly executed by the registered owner or his
attorney and may also be surrendered in exchange for one or more Certificates
representing other authorized percentages of the amount of additional interest
payable on the date of payment hereinbefore specified. Upon such transfer or
exchange, the City will cause one or more new Certificates to be issued in the name
of the transferee or registered owner, representing additional interest to be paid at
the same rate and on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name
this Certificate is registered as the absolute owner hereof, whether this Certificate is
overdue or not, for the purpose of receiving payment and for all other purposes,
and neither the City nor the Registrar shall be affected by any notice to the contrary.
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM --as tenants LITMA ........... Custodian .............
in common (Cust) (Minor)
TEN ENT —as tenants
by the entireties
JT TEN —as joint tenants with
right of survivorship
and not as tenants in
common
under Uniform Transfers to
Minors Act .......... . ..........................
(State)
Additional abbreviations may also be used.
502
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
the within Certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof,
with full power of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
assignment
OF ASSIGNEE:
SIGNATURE GUARANTEE
NOTICE: The signature to this
must correspond with the name as it
appears upon the face of the within
Certificate in every particular, without
alteration, enlargement or any change
whatsoever.
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Section 4. Bond Terms, Execution and Delivery.
4.01. Term of Bonds. The Bonds shall be denominated "General
Obligation Refunding Bonds, Series 1992." The Bonds shall be in the denomination
of $5,000 each or any integral multiple thereof. The Bonds shall mature on April 1
in the years and amounts listed below, and Bonds maturing in such years and
amounts shall bear basic interest from date of original issue until paid or duly called
for redemption at the rates shown opposite such years and amounts, as follows:
503
Interest
Interest
Yea
Pdndpal
Rate
Year
PrinciRal
Bak
1993
$30,000
2.80%
1997
$50,000
4.50%
1994
45,000
3.40
1998
55,ODO
4.75
1995
45,000
3.90
1999
55,000
5.00
1996
50,000
4.25
2000
55,000
5.10
4.02. Additional Interest; CertificajN All Series 1992 Bonds shall bear
additional interest at the rate of six and seven -tenths percent (6.7%) per annum for
the period from October 1, 1992 through March 30,1993, payable on April 1, 1993.
The additional interest on such Series 1992 Bonds shall be represented by separate
additional interest certificates (the "Certificates"). One or more Certificates shall be
issued to represent all additional interest to be paid on all Series 1992 Bonds on the
additional interest payment date; provided that all such Certificates shall represent
an integral multiple of five hundredths of one percent (0.05%) of the additional
interest payable on said date.
4.03. Rggistered- FormAnterest Payment Dates. The Bonds shall be issuable
only in fully registered form, and the ownership of the Bonds shall be transferred
only upon the bond register of the City hereinafter described. The interest on the
Bonds shall be payable on October 1 and April 1 in each year, commencing April 1,
1993. Basic interest on the Bonds shall be payable to the owners of record thereof as
such appear on the bond register as of the close of business on the fifteenth day of
the month immediately preceding each interest payment date, whether or not such
day is a business day. Interest on, and upon presentation and surrender thereof at
the principal office of the Registrar hereinafter described, the principal amount of
each Bond shall be payable by check or draft issued by the Registrar.
4.04. Dated Date. Each Bond shall be originally dated as of October 1, 1992,
and each Certificate shall be dated October 1, 1992. Upon authentication of any Bond
the Bond Registrar, Transfer Agent and Paying Agent shall indicate thereon the date
of such authentication.
4.05. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar). The effect of registration
and the rights and duties of the City and the Registrar with respect thereto shall be as
follows:
(a) Register. The Registrar shall keep at its principal office a bond register in
which the Registrar shall provide for the registration of ownership of Bonds
and the Certificates and the registration of transfers and exchanges of Bonds
and the Certificates entitled to be registered, transferred or exchanged.
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504
(b) Transfer of Bonds and the Certificates Upon surrender to the Registrar
for transfer of any Bond or Certificate duly endorsed by the registered owner
thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or
by an attorney duly authorized by the registered owner in writing, the
Registrar 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, or one or more new Certificates of like aggregate
amount and payment dates and representing the same additional interest
period, as the case may be, as requested by the transferor. The Registrar may,
however, close the books for registration of any transfer after the fifteenth day
of the month preceding each interest payment date and until such interest
payment date.
(c) Exchance of Bonds and Certificates. Whenever any Bonds or Certificates
are surrendered by the registered owner for exchange, the Registrar shall
authenticate and deliver one or more new Bonds of a like aggregate principal
amount, interest rate and maturity, or one or more new Certificates of like
aggregate amount and payment date and representing the same additional
interest period, as the case may be, as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. All Bonds and Certificates surrendered upon any transfer
or exchange shall be promptly cancelled by the Registrar and thereafter
disposed of as directed by the City.
(e) I=roper or Unauthorized Transfer When any Bond or Certificate is
presented to- the Registrar for transfer, the Registrar may refuse to transfer the
same until it is satisfied that the endorsement on such Bond, Certificate or
separate instrument of transfer is valid and genuine and that the requested
transfer is legally authorized. The Registrar shall incur no liability for the
refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name any ' Bond or Certificate is at any time registered in the
bond register as the absolute owner of such Bond or Certificate, whether such
Bond or Certificate shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and basic interest on such Bond
or the amount of such Certificate and for all other purposes, and all such
payments so made to any such registered owner or upon the owner's order
shall be valid and effectual to satisfy and discharge the liability of the City
---- -- ----1L In --A -- e�—L-C—S-- S.— &U— --f 4-1,^ e,i� �� ctirno C,-% "�;14
505
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(g) Taxes, Fees and ChaMes For every transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destrgyed Bonds or Certificates. In case any
Bond or Certificate shall become mutilated or be lost, stolen or destroyed, the
Registrar shall deliver a new Bond or Certificate of like amount, number,
maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or Certificate or in lieu of and in
substitution for any such Bond lost, stolen or destroyed, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond or Certificate lost, stolen or destroyed, upon filing
with the Registrar of evidence satisfactory to it that such Bond was lost, stolen
or destroyed, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and
amount satisfactory to it, in which both the City and the Registrar shall be
named as obligees. All Bonds or Certificate so surrendered to the Registrar
shall be cancelled by it and evidence of such cancellation shall be given to the
City. If the mutilated, lost, stolen or destroyed Bond or Certificate has already
matured or such Bond has been called for redemption in accordance with its
terms, it shall not be necessary to issue a new Bond or Certificate prior to
payment.
4.06. Api2ointment of Initial Registra . The City hereby appoints TrustCorp,
of Great Falls, Montana, as the initial Registrar. The Mayor and Finance Director are
authorized to execute and deliver, on behalf of the City, a contract with TrustCorp,
as Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by
law to conduct such business, such corporation shall be authorized to act as
successor Registrar. The City agrees to pay the charges of the Registrar for the
services performed. The City reserves the right to remove any Registrar upon thirty
(30) days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar shall deliver all cash and Bonds and Certificates in its
possession to the successor Registrar and shall deliver the bond register to the
successor Registrar.
4.07. Qptional Redemption. Bonds maturing in the years 1993 through 1997
shall not be subject to redemption prior to maturity, but Bonds maturing in the
years 1998 through 2000 shall each be subject to redemption and prepayment in
inverse order of maturities and within a maturity in $5,000 principal amounts
selected by the Registrar by lot, at the option of the City on October 1, 1997, and any
interest payment date thereafter, at a price equal to the principal amount thereof and
F �
506
interest accrued to the redemption date. The Finance Director shall cause notice of
redemption to be published as required by law, and, at least thirty days prior to the
designated redemption date, shall cause notice of redemption to be mailed, by
certified mail, to the Registrar and to the registered owners of each Bond to be
redeemed at their addresses as they appear on the bond register described in Section
4.05, but no defect in or failure to give such mailed notice shall affect the validity of
proceedings for the redemption of any Bond not affected by such defect or failure.
The notice of redemption shall specify the redemption date, redemption price, the
numbers, interest rates and CUSIP numbers of the Bonds to be redeemed and the
place at which the Bonds are to be surrendered for payment, which is the principal
office of the Registrar. Official notice of redemption having been given as aforesaid,
the Bonds or portions thereof so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified and from and
after such date (unless the Issuer shall default in the payment of the redemption
price) such Bonds or portions thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the Finance
Director shall also give, or cause to be given, notice of the redemption of any Bond
or - Bonds or portions thereof at least 35 days before the redemption date by certified
mail or telecopy to the Purchaser and all registered securities depositories then in
the business of holding substantial amounts of obligations of the character of the
Bonds (such depositories now being The Depository Trust Company, of Garden City,
New York; Midwest Securities Trust Company, of Chicago, Illinois; Pacific Securities
Depository Trust Company, of San Francisco, California; and Philadelphia
Depository Trust Company, of Philadelphia, Pennsylvania) and one or more
national information services that disseminate information regarding municipal
bond redemptions; provided that any defect in or any failure to give any notice of
redemption prescribed by this paragraph shall not affect the validity of the
proceedings for the redemption of any Bond or portion thereof.
4.08. Execution -and Delivgry. The Bonds and the Certificates shall be
forthwith prepared for execution under the direction of the Mayor and Finance
Director, and shall be executed on behalf of the City by the signatures of the Mayor
and Finance Director, and shall be sealed with the official seal of the City, provided
that said signatures and the seal may be printed, engraved or lithographed facsimiles
thereof. On the reverse side of each Bond shall be printed a copy of the legal
opinion to be rendered by Bond Counsel, certified by the facsimile signatures of the
Mayor and Finance Director. In case any officer whose signature or a facsimile of
whose signature shall appear on the Bonds or the Certificates shall cease to be such
officer before the delivery thereof, such signature or facsimile shall nevertheless be
valid and sufficient for all purposes, the same as if such officer had remained in
office until delivery. When the Bonds and the Certificates have been so executed by
said City officers, they shall be registered by the Finance Director in accordance with
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Bond shall be valid or obligatory for any purpose or be entitled to any security or
benefit under this resolution unless and until a certificate of authentication on such
Bond or Certificates has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond and Certificate shall be conclusive
evidence that it has been authenticated and delivered under this resolution. When
the Bonds and Certificates have been fully executed i and authenticated, they shall be
delivered by the Finance Director to the Purchaser upon payment of the purchase
price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
Section 5. Debt- Service Account; Tax Levies.
5.01. Debt Service Account. So long as any of the Bonds are outstanding
and any principal thereof or interest thereon unpaid, the Finance Director shall
maintain a separate and special Debt Service Account (the "Debt Service Account")
to be used for no purpose other than the payment of the principal of and interest on
the Bonds or the payment from time to time to the United States of amounts, if any,
required by Section 148(f) of the Code. The City irrevocably appropriates to the Debt
Service Account: (a) any proceeds of the Bonds in excess of $385,000, (b) any taxes
levied in accordance with this resolution, (c) all income derived from the
investment of amounts on hand in the Debt Service Account, and (d) such other
money as shall be received and appropriated to the Debt Service Account from time
to time.
5.02. Tax Levies. The full faith, credit and taxing powers of the City shall be
and are hereby irrevocably pledged to the payment of the Bonds and interest due
thereon, and the City shall cause taxes to be levied annually on all taxable property
in the City sufficient to pay the interest on the Bonds when it falls due and to pay
and discharge the principal at maturity of each and all of the Bonds as they
respectively become due.
Section 6. Use of Proceeds of Series 1992 Bonds.
Upon receipt of the proceeds of the Bonds the Finance Director shall wire
transfer to First Trust National Association, in Minneapolis, Minnesota, as registrar
and paying agent for the Outstanding Bonds, the sum of $385,000 for the purpose of
redeeming a like principal amount of the Outstanding Bonds on October 1, 1992, the
notice for redemption of which has been duly given by the City in accordance with
the provisions of the Outstanding Bond resolution.
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Section 7. Tax Matterg. 1
7.01. The facilities of the City financed in whole or in part with proceeds of
the Outstanding Bonds (the "Project") is owned and operated by the City and used by
the City to provide public services to members of the general public. The City shall
not enter into any lease, ' use or other agreement with any non -governmental person
relating to the use of the Project or security for the payment of the Bonds which
might cause the Bonds to be considered "private activity bonds" or "private loan
bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986, as
amended (the "Codel.
7.02. The City covenants and agrees with the owners from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees
or agents any action which would cause the basic interest on the Bonds to become
includable in gross income for federal income tax purposes under the Code and
applicable Treasury Regulations (the "Regulations"), and covenants to take any and
all actions within its powers to ensure that the basic interest on the Bonds will not
become includable in gross income for federal income tax purposes under the Code
and the Regulations.
7.03. The Mayor and the Finance Director, being the officers of the City
charged with the responsibility for issuing the Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in
accordance with the provisions of Section 148 of the Code, and Sections 1.103-13,
1.103-14 and 1.103-15 of the Regulations, stating that on the basis of facts, estimates
and circumstances in existence on the date of issue and delivery of the Bonds, it is
reasonably expected that the proceeds of the Bonds will be used in a manner that
would not cause the Bonds to be "arbitrage bonds" within the meaning of Section
148 of the Code and the Regulations.
7.04. The City hereby represents that the Bonds qualify for the exception for
small governmental units to the arbitrage rebate provisions contained in Section
148(f)(4)(D) of the Code. Specifically, the City represents:
(1) The Outstanding Bonds were not industrial development bonds
(as defined in Section 103(b)(2) of the Internal Revenue Code of 1954, as
amended (the "1954 Code'), but without regard to subparagraph (B) of
Section 103(b)(3) of the 1954 Code or a private loan bond (as defined in
Section 103(o)(2)(A) of the 1954 Code, but without regard to any exception
from such definition other than Section 103(o)(2)(C).
(2) The aggregate face amount of all tax-exempt bonds (other than
Drivate activity bonds) issued by or on behalf of the City and all subordinate M
509
(3) The average maturity date of the Bonds is not later than the
average maturity date of the Outstanding Bonds to be refunded.
If notwithstanding the provisions of the preceding paragraph of this Section
7.04, the arbitrage rebate provisions of Section 148(f) of the Code apply to the Bonds,
the City hereby covenants and agrees to make the determinations, retain records and
rebate to the United States the amounts at the times and in the manner required by
said Section 148(f).
7.05. The City shall file with the Secretary of the Treasury, not later than
November 15,1992, a statement concerning the Bonds containing the information
required by Section 149(e) of the Code.
7.06. Pursuant to Section 265(b)(3)(B)(ii) of the Code, the City hereby
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Code. The City has not designated any obligations in 1992 other than
the Bonds under Section 265(b)(3), except $6,580,000 Housing Facility Refunding
Revenue Bonds. The City hereby represents that it does not anticipate that
obligations bearing interest not includable in gross income for purposes of federal
income taxation under Section 103 of the Code (including refunding obligations as
provided in Section 265(b)(3) of the Code and including "qualified 501(c)(3) bonds"
but excluding other "private activ4ty bonds," as defined in Sections 141(a) and 145(a)
of the Code) will be issued by or on behalf of the City and all "subordinate entities"
of the City in 1992 in an amount greater than $10,000,000.
Section 8. Defeasance.
8.01. General. When the liability of the City on all Bonds issued
under and secured by this Resolution and all interest thereon has been discharged as
provided in this section, all pledges, covenants and other rights granted by this
Resolution to the Holders of such Bonds shall cease.
8.02. Maturity. The City may discharge its liability with reference to
all Bonds and interest thereon which are due on any date by depositing with the
Registrar for such Bonds on or before the date a sum sufficient for the payment
thereof in full; or if any Bond or interest thereon shall not be paid when due, the
City may nevertheless discharge its liability with reference thereto by depositing
with the Registrar a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
8.03. Redemption. The City may also discharge its liability with
n--A� � �nllnA C,-%w roeInrnr%f4r%" nn nnxr tinfe
510
an amount equal to the principal, interest and redemption premium, if any, which
are then due thereon, provided that notice of such redemption has been duly given
as provided in this Resolution.
8.04, Escrow. The City may also at any time discharge its liability in
its entirety with reference to any Bonds subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in
escrow, with a bank qualified by law as an escrow agent for this purpose, cash or
securities which are general obligations of the United States or securities of United
States agencies which are authorized by law to be so deposited, bearing interest
payable at such times and at such rates and maturing on such dates as shall be
required, without reinvestment, to provide funds sufficient to pay all principal,
interest and redemption premiums, if any, to become due on such Bonds at their
Stated Maturities or, if such Bonds are prepayable and notice of redemption thereof
has been given or irrevocably provided for, to such earlier Redemption Date.,
ILIWN,
na
Attest:.�'�L
Financ"e Director
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Upon vote being taken on the foregoing resolution, the following
voted in favor thereof- Collins, Kennedy, Larson, Buck, Moses, Granmo, Atkinso
and Mayor Rauthe and the following
voted against the same:
, whereupon the
resolution was declared duly passed and adopted and was signed by the Mayor and
attested by the Finance Director.
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