Resolution 3394 - $1,400,000 Industrial Development Revenue BondsA31
CERTIFICATION OF MINUTES RELATING TO
$1,400,000
INDUSTRIAL DEVELOPMENT REVENUE BONDS
Ijssuer: City of Kalispell, Montana
Governing body: City Council
Kind, date, time and place of meeting: a regular meeting
held March 1' _, 1982 at 7:30 o1clock p m., in the
council chambers
Members present: John Zauner, Jr., Paul Palmer, Francis T. O'Boyle,
Gayle Vidalv Wayne P. Saverud, Howard G. Grainger, Lou -is P. Ruiz, Gary W. Nystul
Members absent: None
Documents attached:
Minutes of said meeting (pages) 287- 289
A RESOLUTION AUTHORIZING A PROJECT UNDER
TITLE 90, CHAPTER 5, PART 1, MONTANA CODE
ANNOTATED, AND THE ISSUANCE AND SALE OF
$1,400,000 INDUSTRIAL DEVELOPMENT REVENUE
BONDS (JEWEL COMPANIES, INC. PROJECT) SERIES
1982 WITH RESPECT THERETO; APPROVING THE FORM
OFDOCUMENTATION IN CONNECTION THEREWITH; AND
AUTHORIZING THE EXECUTION AND DELIVERY OF THE
BONDS AND DOCUMENTATION.
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 heretol, as
described above, have been carefully compared with the
original records of the corporation in my legal custody,
from which they have been transcribed; that the documents
are a correct and complete transcript of the minutes of a
meeting of the.governing body of the corporation, and
correct and complete copies of all resolutions and other
actions taken and of all documents approved by the governing
bddy at the meeting, insofar as they relate to the
obligations; and that the 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 and the seal of the City this 3rd day of March,
1982.
(.SEAL) City ClerR- Treasurer
I. Member Gary W. Mrstul introduced the
following and moved its adoption:
RESOLUTION NO. 3394
A RESOLUTION AUTHORIZING A PROJECT UNDER
TITLE 90,1CHAPTER 5, PART 1, MONTANA CODE
ANNOTATED AND THE ISSUANCE AND SALE OF
$1,400,000 INDUSTRIAL DEVELOPMENT REVENUE
BONDS (JEWEL -COMPANIES, INC.) SERIES 1982
WITH RESPECT THERETO; APPROVING THE FOR'.: OF
DOCUMENTATION IN CONNECTION THEREWITH; �-2?D
AUTHORIZING THE �XECUTION AND DELIVERY OF THE
BONDS AND DOCUMENTATION.
BE I IT RESOLVED by the City Council Of the City Of
Kalispell, Montana, as follows:
Section 1. Authorization and Recitals.
1.01. General Authority. The City is authorized
by Title 90, Chapter 5, Part 1, Montana Code Annotated (t-1-Le
Act) to acquire by lease, purchase, gift, construction
devise or combination thereof projects consisting -of real
and personal properties suitable for use for commercial
enterprises; to issue its revenue bonds to defray the costs
thereof; and to loan the proceeds of the bonds to another
person to finance said costs incurred or to be incurred by
such person all as more fully described in the Act.
1.02. ject and Financina. It has
.been proposed that the City, acting pursuant to the Act,
undertake the following project and financing: (a) the
city will issue its industrial development revenue bonds in
the principal amount of $1,400,000 (the Series 1982 Bonds).
and assign its interests in the Loan Agreement hereinafter
referenced pursuant to an Indenture of Trust (the Indenture)
between the City and a corporate trustee (the Trustee); (b)
the proceeds of the Series 1982 Bonds will be loaned by the
City to Jewel Companies, Inc. (the Company) pursuant to a
Loan Agreement (the Loan Agreement) to defray'the costs of
acquiring, constructing and installing a project (the
Project) consisting of real and personal properties to be
used a as commercial retail food and drug facility and to
pay incidental costs and expenses of the financing; (c) the
series 1982 Bonds will be sold by the City to D. A. Davidson
& Co. (the Underwriter) pursuant to a Bond Purchase
Agreement by and among the City, the Company and the
Underwriter; (d) under the Loan Agreement the Company will
be obligated to acquire and construct the Project and pay
all costs thereof subject to reimbursement from proceeds of
the Series 1982 Bonds, to the extent available, and to
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maintain the Project and pay all insurance, taxes and other
expenses with respect thereto.
1.03. Limited City Liability. The Series 1982
Bonds and the City's obligations under the Indenture, the
Loan Agreement and the Bond Purchase Agreement referred to
in subsection 1.02 hereof will be limited, special
obligations of the City payable solely from and secured by
the payments required to be made by the Company (except to
the extent payable from proceeds of the Series 1982 Bonds)
and will not constitute or give rise to a pecuniary
liability of the City or a charge against its general credit
or taxing powers.
1.04. Prior Ap2roval and Public Heari . On
September 8, 1981, this Council called a hearing on the
Project and the issuance of.approximately $1,500,000
principal -amount of Bonds as required by the Act. The
hearing was duly noticed and held on October 5, 1981, at
which time all interested persons were given an opportunity
to appear and to be heard. On October 5, 1981, this Council
authorized and approved the issuance of the Series 1982
Bonds and the undertaking of the Project.
1.05. Project Cost. The Company and the
Underwriter have advised this Council and this Council
hereby finds that the estimated costs of the Project at the
present time are approximately as follows:
Land and Site Improvements $ 200,000
Costs of Design, Construction and
Equipment (including allowance
for contingencies)
Miscellaneous Cost ' s and Expenses
and Costs of Issuance 29,000
Underwriting Discount 56,000
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All costs of the Project in excess of the proceeds of the
Series 1982 Bonds available therefor are required to be paid
by the Company.
1.06. Documentation. Draft forms for the
following documen s relating to the Project and Series 1982
Bonds have been prepared and submitted to this Council and
are hereby directed to be filed with the Clerk:
(a) The Loan Agreement between the City and the
Companyl
(b) The Indenture of Trust between the City and the
Trustee;
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(c) The Bond Pvrchase Agreement by and among the
Underwriter, the Company and the City.
Section 2. Findings.
It is hereby found, determined and declared that:
(a) the Project comprises real and personal
properties which shall be suitable for use in connection
with a commercial enterprise as contemplated by the Act;
(b) in authorizing the Project the City's purpose
is and in its judgment the effect thereof will be to promote
the public welfare by encouraging the acquisition and
construction of a commercial facility within the City
thereby encouraging the development and use of the resources
of the City and the State; preserving and improving
employment opportunities of present and future residents of
the City; maintaining and increasing a balanced tax base
from which essential governmental services may be funded;
and encouraging economic activity within the City;
(c) the issuance and sale of the Series 1982
Bonds; the execution and delivery of the Loan Agreement, the
Indenture and the Bond'Purchase Agreement (the Project
Documents), and the performance of all covenants and
agreements of the City contained in the Project Documents
and all other acts and things required under the
Constitution and laws of the State of Montana to make the
Series 1982 Bonds and the Project Documents valid and
binding limited obligations of the City in accordance with
their terms, are authorized by the Act and other laws of the
State applicable to the City;
(d) the issuance and sale of the Series 1982
Bonds, the acquisition and construction of the Project and
the financing of the Project by the City for the benefit of
the Company is in the public interest of the City and its
citizens;
(e) it is desirable that the Company be
authorized subject to the terms and conditions set forth in
the ' Loan Agreement, which terms and conditions the City
determines to be necessary, desirable and proper, to provide
for the construction, acquisition and equipment of the
Project.by such means as shall be available to the Company
and in the manner determined by the Company and with or
without advertisement for bids as required for the
construction and acquisition of municipal facilities;
(f) it is desirable that the Series 1982 Bonds be
issued by the City upon the terms set forth in this
resolution and the Indenture, under the provisionp 3f which
the City's interest in the,�Loan Agreement and in ail loan
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repayments thereunder will be assigned and pledged to the
Trustee as security for the payment of principal, interest
and redemption premiums on the Bonds;
(g)� the loan repayments and other amounts to be
paid by the Company under the loan Agreement are sufficient
(1) to pay the total principal of and interest on the Series
1982 Bonds in each of the years in which said Bonds mature,
(2) to pay the taxes on the Project, which Project during
the term of the Loan Agreement shall be subject to taxation
in the same manner and under the same procedures as
privately owned property in similar circumstances, and (3)
to pay all other costs and expenses of the City in
connection with the Project and the issuance of the Series
1982 Bonds; and the Loan Agreement also provides that the
Company is required to pay all expenses of the operation and
maintenance of the Project including, but without
limitation, adequate insurance thereon and insurance against
all liability for injury to persons or property arising from
the operation thereof, and special assessments levied upon
or with respect to the Project and payable during the term
of the Loan Agreement;
(h) based on representations of the Underwriter
no reserves for the Series 1982 Bonds or the Project are
deemed to be necessary or advisable; and
M under the provisions of Section 90-5-103 and
90-5-104, Montana Code Annotated, and as provided in the
Loan Agreement and the Indenture and stated on their face,
the Series 1982 Bonds are limited obligations of the City
payable solely from loan repayments from the Company (except
to the extent payable from proceeds of the Series 1982
Bonds) and do not constitute a pecuniary liability of the
city or a charge against its general credit or taxing
powers.
.Section 3. Authorization and Approval of the
Project, Project Documents.
The City is hereby authorized to undertake and
finance the cost of the Project as described in Section 1.02
hereof, all as more fully provided in the Project Documents.
The forms of the Project Documents referred to in Section
1.06 are approved subject to such modifications thereof, not
inconsistent with the terms of this resolution, as are
deemed appropriate and approved by the City Attorney and
Mayor, which approval shall be conclusively evidenced by
�execution of the Project Documents and the Series 1982 Bonds
by the Mayor and City Clerk and, where required, the Finance
Director. Each of the Project Documents to which the City
is a party shall be executed.on behalf of the City by the
Mayor and City Clerk. Copies of all of the Project
Documents shall be delivered, filed and recorded as provided
therein.
Sectidin 4. The Series 1982 Bonds Terms, Sale and
Execution.
4.01. Authorization. In'.anticipation of the
receipt of the loan repayments from the Company, the City
shall proceed forthwith to issue its Industrial Devfilopment
Revenue Bonds (Jewel Companies, Inc. Project) Series 1982,
dated as of April 11 1982, in the total principal amount of
$1,400,000, in the form and upon the terms set forth in the
Indenture and this resolution..
4.02. Terms. The Series 1982 Bonds shall be in
the denomination of $5,000 each, shall be numbered
.consecutively and shall mature in order of serial numbers.
The Series 1982 Bonds shall bear interest at such rate or
rates and shall mature and be subject to optional redemption
on the dates and in the amounts as the Company and
Underwriter shall agree upon and this Council shall approve.
The interest on each Series 1982 Bond shall be payable on
April I and October 1, commencing October li 1982, until the
Bonds are fully paid or discharged.
4.03. RedeLu2tion. The Series 1982 Bonds shall be
subject to redemp;t—ion and prepayment on the terms and
conditions set forth in the Indenture.
4.04. Execution. The Mayor, City Clerk
and
Finance Director are authorized and directed to prepare and
execute the Series 1982 Bonds as prescribed herein and in
the Indenture and to deliver them to the Trustee, together
with a certified copy of this resolution, the other
documents required in the Project Documents, and such other
certificates, documents and instruments as may be
appropriate to effect the transaction herein contemplated.
4.05. Election Under Internal Revenue Code. The
City hereby elects to have the provis�ions_ of Section
103(b)(6)(D),of the Internal Revenue Code of 1954, as
amended apply to the Series 1982 Bonds.
PIR I .
PASSED AND APPROVED this lst day of March, 1982.
ATTEST:
APPROVED:
CiYy Clerk -Treasurer mayor
(SEAL)
The motion for the adoption of the foregoing
resolution was duly seconded by Member Louis P. Ruiz I
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and upon vote being taken thereon, the following voted in
favor thereof: Zauner, Vidal, Saverudt Grainger, Ruiz and Pystul;
Palm r abstained;
and the following voted against the same: O'Boyle
whereupon s aid resolution was declared duly passed and
adopted, and was signed by the Mayor, which signature was
attested by the City Clerk.
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I, the undersigned, City Clerk of the City of Kalispell certify that the foregoing is a true
copy of :4-1he Resolution passed by the City Council of the City of Kalispell, Montana at a
regular meeting held
City Cl!�k of the City of Kalispell