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Resolution 3480 - Issuance and Sale of $875,000 Sewerage System Revenue Bonds174. 7 RESOLUTION NO - _:N 9 0 A RESOLUTION AUTHORIZING AND DIRECTING THE ISSUANCE AND SALE or $875,000 SEWERAGE SYSTEM REVENUE BONDS, SERIES 1983 BE IT ORDAINED By the City Council of the City of Kalispell, Montana as follows: Section 1. Authorization and Recitals. . 1.01. Authorization. Under the provisions'of Title 7, Chapter 7, Part 44, Montana Code Annotated, as amended (the Act), the City is authorized to issue and sell its revenue bonds payable during a term not exceeding forty years from their date of issue, to provide funds for improvements, extensions and additions to the City's municipal sewerage system consisting of facilities for the collection and disposal of sewage and storm water (the System), provided that the bonds and the interest thereon are to be payable solely out ofthe net income and revenues to be derived from rates, fees and charges for the services, facilities and commodities furnished by the System, and ;ire not to create arfy 615ligation for -the payment of which taxes may be levied except to pay for services provided by the System to the City. . 1.02. Outstanding Bonds. In April of 1972 and in June of 1976, the City issued and sold its Sewerage System Revenue Bonds (the Outstanding Bonds), dated January 1, 1972 and July 1, 1976, in the aggregate principal amounts of $200,000 and $445,000, respectively, for the purpose of financing -improvements to the System. The Outstanding Bonds were issued pursuant to the Act and Resolution No. 2861 and Ordinance No. 8059, respectively, and are payable from the net revenues of the System and constitute a parity lien thereon. As of August 1, 1983, the Outstanding Bonds were outstanding in the aggregate principal amount of $520,000. 1.03. Improvement Program. The City has determined the necessity of making certain improvements consisting of improvements to the sewage treatment plant, the acquisition of a sewage cleaning machine and sewage injection machine and related and incidental improvements and equipment (the 1983 Improvements) to the System. The costs of such improvements, including engineering and financing costs, is presently t estimated to be $2,974,000. The City has received a cor=itmen from the'United States Environmental Protection Agency for a grant in the amount of $2,099,600 (the EPA Grant) for the 1983 Improvements.. ,4 I I I 175. I 1. 04. Additional Parity Bonds. The City reserved the right under Section 4.63 of or inance No. 8o59 to issue additional bonds for the purpose of financing improvements to the System, which bonds may be made payable from and secured by the net revenues of the'System on a parity lien with the outstandi�g Bonds; provided the conditions set forth in Section 4.03 are satisfied. Stahly Engineers & Associates of Kalispell, Montana (the Consulting Engineer) and D.A. Davidson & Co., incorporated (the Financial Consultant) have reviewed the provisions of Section 4.03 and the operations of the System and have advised the City that it may issue $875,000 of additional parity lien bonds to finance the 1983 Improvements under Ordinance No. 8059. Based on said report and the review of the System's operations and Ordinance No. 8059 by officers of the City, it is hereby determined that the City is authorized to issue $875,000 principal amount of additional bonds pursuant to Section 4.03 of Ordinance No. 8059. payable from and secured by the net revenues of the System on a parity with the outstanding Bonds. 1.05. Net Rev enues Available. The city is authorized to charge just and �q—uitablg_rates, charges and rentals for all services directly or indirectly furnished by the System, and to pledge and appropriate to the outstanding Bonds and the Series 1983 Bonds herein authorizing the net revenues to be derived from the operation of said System, incluqing improvements,, betterments or extensions thereof hereafter constructed or acquired. The net revenues to be produced by such rates, charges and rentals during the term of the Bonds herein authorized and the useful life of the 1983 Improvements financed thereby will be more than sufficient to pay the pr.incipal and interest when due on the Outstanding Bonds and the Series 1983 Bonds, and to create and maintain reasonable reserves therefor and to provide an allowance for replacement and depreciation, as herein prescribed. 1.06. . Sale of Sewerage SXstem Revenue Bonds.. C-t3 T7 - Pursuant to the authority recited in Se _ons UT and 1.04 hereof and for the purposes of financing costs of the 1983 Improvements, the City authorizes the issuance and sale of revenue bonds to be designated as Sewerage System Revenue Bonds, Series 1983 (the Series 1983 Bonds) in the aggregate principal amount of $875,000 in accordance with the provisions of Ordinance No. 8059 and this Resolution. The Series 1983 Bonds bave been offered for sale and sold at public sale to and associates of -2- 176. Section 2. Forms. 7 L 2.01. Bonds. The Series 1983 Bonds.to be issued pursuant to this Resolution shall be printed in substantially the following form, with such appropriate variatiotis, omissions and insertions as are permitted or required by this Resolution: [Face of Bond] UNITED STATES OF AMERICA STATE OF MONTANA COUNTY OF FLATHEAD CITY OF KALISPELL SEWERAGE SYSTEM REVENUE BOND SERIES 1983 $5,000 Date of Rate Maturit Oriainal-Issue CUSIP September 1, September 1, 1983 KNOW ALL AN BY THESE PRESENTS* t*h&t the City of Kalispell (the City), Montana, for value received, promises to pay to or registered assigns, solely from Me Revenue Bond Account of its Sewerage System Fund, the principal sum of THOUSAND DOLLARS On' the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable semiannually on September 1 and March 1 in each year, to the person in whose name this Bond is registered at the close of business on the 15tb day (whether or not a business day) of the immediately preceding month, all subject to the provisions on the reverse side hereof with respect to the redemption of this Bond prior to the maturity date specified above. The interest hereon and, upon presentation and surrender hereof at maturity or upon earlier redemption, the principal hereof, are payable in lawful money of the United States of America by check or draft issued by in wnicn has been-a-esignated-as Paying Agent fo I r tYe--BonZs; or at the office of such successor, if any, as may be designated in accordance with the Resolution authorizing the issuance of this Bond. -3- 177. Additional provisions of this Bond are contained on the reverse side hereof and such provisions shall for all purposes have the same effect as though fully set forth on the face hereof. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance authorizing its issuance until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by the manual signature of one of its authorized representatives. I IN WITNESS WHEREOF, the City of Kalispell has caused this Bond to be executed by the printed facsimile signatures of the Mayor and the City Clerk and has caused this Bond to be dated as of the date set forth below. Dated: September 1, 1983. .(Facsimile Signature) (Facsimile Si2nature) Mayor City Clark CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Bond Ordinance mentioned within. By - Authorized Representative [Reverse side of Bond] This Bond is one of a series in the aggregate principal amount of $875,000 (the Series 1983 Bonds), all of like date and tenor except as to serial number, interest rate, maturity date, denomination and redemption privilege, and all issued for the purpose of providing funds for improvements to the City's municipal sewerage system (the System), under authority of and in conformity with the Constitution and laws of the State of Montana and the ordinances and resolutions of the City, including Title 7, Chapter 7, Part 44, Montana Code Annotated, as amended, and Ordinance No. 8059 and Resolution NO. - duly enacted by the City Council (collectively the Bond Ordinance). The Series 1983 Bonds are issuable only as fully registered bonds, in denominations of $5,000 or any -4- I integral thereof of a single maturity. The Series 1983 Bonds are issued on a parity and are equally and ratably secured by the net'revenues of the System with outstanding sewerage system revenue bonds of the City dated as of January 1, 1972 and July�l, 1976 (the Outstanding Bonds). The Series 1983 Bonds maturing on or after September 1, 1994 are each subject to redemption and prepayment at the option of the City on September 1, 1993, or any date thereafter, either as a whole or in part (in integer multiples of $5,000), in inverse order of maturity (and by lot ' if less than all of a maturity is to be redeemed), at the redemption pricesi expressed as percentages of the principal amount, set forth below, plus interest accrued to the redemption date: Red=Etion Dates Redemption Price September 1, 1993 and March 1, 1994 102-1/2% September 1, 1994 and March 1, 1995 102% September 1, 1995 and March 1 ' 1996 101-1/2% September 1, 1996 and March 1, 1997 101% September 1, 1997 and March 1, 1998 100-1/2% September 1, 1998 and thereafter 100% Notice of any redemption shall be mailed to:the address of the registered owner of any Mich Bond as sh6wff-on the Bond Register, not less than thirty (30) days nor more than sixty (60) days before redemption date. Notice having been so mailed, the Bonds or portion of bonds therein specified shall be due and payable at the specified redemption date--and-price, with accrued interest, and funds for such payment being held by or on behalf of the Paying Agent so as to be available th�erefor,-interest thereon shall cease to accrue, and such Bonds or portions thereof shall no longer be considered outstanding under the Bond ordinance authorizing their issuance. As provided in the Bond Ordinance, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the office of , the Bond Registrar, by the registered owner hereof or thergo'—fin person or by his attorney -duly - authorized in writing upon surrender hereof or thereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney. *on such transfer, the City will cause a new Bond or Bonds to be issued in the name of.the transferee or registered owner, of the same aggregate principal amount bearing 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. -5- 179. The City and the Bond 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 Bond Registrar shall be affected by any notice to the contrary. IT IS CERTIFIED, RECITED, COVENANTED AND AGREED that the City has duly authorized and will forthwith construct and complete the improvements to the System hereinabove described, has fixed and established and will collect reasonable rates and charges for the services and facilities afforded by the System and has created a special Sewerage System Fund into which the gross revenues of the System, including all additions thereto .and replacements and improvements thereof, will be paid, and a separate and special Revenue Bond Account in that fund, into which will be paid each month, from and as a first and prior lien on the net revenues of the System then on hand, an amount equal to no t less than the sum of one -sixth of the interest due within the next six months and one -twelfth of the principal due within the next twelve months with respect to all Bonds secured by-th-e--'Bond Ordinance and payable from that account�, and in which shall be established and maintained a reserve balance equal to the maximum amount of principal and interest to become due on the Series 1983 Bonds'and all outstanding Bonds in any subsequent fiscal y4ar; that the RevenueZend Account will be used only to pay the principal of and interest on the Series 1983 Bonds, the outstanding Bonds, and all other Bonds issued pu . rsuant to and secured by the Bond Ordinance, and such rates and charges will from time to time be made and kept sufficient to provide gross income and revenues adequate to pay promptly the reasonable and current expenses of operating and maintaining the System and to produce in each fiscal year net revenues in excess of such current expenses, equal to 125% of the:,maximum amount of principal and interest payable frcm the Revenue Bond Account in any subsequent fiscal year; that additional Bonds and refunding Bonds may be issued and.made payable from the Revenue Bond Account on a parity with the Series 1983 Bonds and Outstanding Bonds, upon certain conditions set forth in the Bond Ordinance but no obligation will be otherwise incurred and made payable from the net revenues of the System, whether or not such obligation shall also constitute a general obligation and indebtedness of the City, unless the lien thereof shall be expressly made subordinate to the lien of the Series 1983 Bonds, the outstanding Bonds and additional parity Bonds on such net revenues; that all provisions for the security of the bolder of this Bond set forth in the Bond Ordinance will be punctually and faithfully performed as therein stipulated; that all acts, conditions and things required by the Constitution and laws of -6- 180. the State of Montana and the ordinances and resolutions of the City to be done, to exist, to happen and to be performed in order to make this Bond a valid and binding special obligation of the City according to its terms have been done., do exist, have happened and have been performed as so required; and that this Bond and the interest hereon are payable solely from the net revenues of the System pledged and appropriated to the Revenue Bond Account and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation or provision and the issuance of this Bond does not cause either the general or the special indebtedness of the City to exceed any constitutional or statutory limitation. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunaer, and reby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: NOTICE:- - The signature --to t 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. Section 3. Series 1983 Bonds. 3.01. Date, Denomination, Serial Numbers and "-- 1983, to Maturities. The Sewerage System Revenue Bonds, Series be issue reunder, in the aggregate principal amount of $875,000, shall be dated as of September 1, 1983, shall be issued in fully registered form only in the denomination of $5,000 each or any integer thereof of a single maturity, numbered serially from 1 to 175, shall mature in order of serial numbers on September 1 in the following respective years and amounts -and shall bear interest from September 1, 1983 to their respective maturities or prior dates upon which they have been duly called for redemption at the rates per annum. set forth opposite such years and amounts, as follows-., -7- I I 181-. Interest Interest Year Amount Rate Year Amount Rate 1984 $15,000 % 1994 $40,000 1985 15,000 1995 45,000 1986 15,000 1996 45,000 1987 20,000 1997 55,000 1988 20,000 1998 60,000 1989 25,000 1999 65,000 1990 25,000 2000 70,000 1991 30,000 2001 80,000 .1992 30,000 2002 90,000 1993 35,000 2003 95,000 3.02. Interest. The interest shall be payable semiannually on September 1 and March 1 in each year, comencing March 1, 1984. 3.03. Redemption. None of the Series 1983 Bonds maturing in the years 1984 through 1993 shall be subject to redemption before maturity. The Series 1983 Bonds maturing in the years 1994 through 2003 will be each subject to redemption and prepayment at the option of the City, in whole or in part (in integer multiples of $5,000), in inverse order of their maturity years as between Bonds maturing in different years and in the order establ-ished by lot for Bond& maturing in the same year, on September 1, 1993, and any interest payment date thereafter at the redemption prices, expressed as a percentage of the principal amount of the Bonds to be redeemed, set forth below opposite the respective redemption dates plus accrued interest to the date of redemption: Redemption Date RedMEtion Price Septeid34r 1, 1993 and March 1, 1994 102-1/2% September 1, 1994 and March 1, 1995 102 September 1, 1995 and March 1, 1996 101-1/2 September 1, 1996 and March l,' 1997 101 September 1, 1997 and March 1, 1998 100-1/2 September 1, 1998 and thereafter 100 Notice of redemption shall be mailed to the address of the registered owner of any such Bond as shown on the Bond Register, not less than thirty (30) days nor more than sixty (60) days before the redemption date. Notice having been so mailed, the Bonds or portion of Bonds therein specified shall be due and payable at the specified redemption date and price, with accrued interest, and funds for such payment being held by or on behalf of the Paying Agent so as to be available therefor, interest thereon shall dease to accrue, and such -8- 182. WWI; Bonds or portions thereof shall no longer be considered outstanding under this Resolution. Bonds in a denomination larger than $5,000 may be redeemed in part ($5,000-or any integer multiple thereof). The holder of any Bond redeemed in part will receive, upon surrender to the Bond Registrar of such Bond, a new Bond in principal amount equal to the unredeemed portion of the Bond so surrendered. All selections of Bonds by lot shall be made by the Bond Registrar - 3.04. Paying a�ent. Principal of and interest on the, Series-1983 Bonds shall be payable at in #I ' and the reasonable and customary charges of the paying agent or agents shall be paid from the Operating Account in the Sewerage System Fund. The Mayor is authorized to execute and deliver, on behalf of the City, a contract with the Paying Agent. Upon merger or consolidation of a paying agent, 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 paying agent. Upon the resignation of paying agent, which shall be communicated in writing to the City not less than ninety days before it shall become effective, the City reserves the power to appoint a successor paying agent. No resignation and no appointment of a successor paying agent shall become effective until the date specified in a not=e of the resignation of appointment which the City shall cause to be published in a financial newspaper of national circulation published in New York City, New York, not less than thirty days before said effective date. 3.05 Registration. The City shall appoint, and shall maintain, a Bond Registrar and Paying Agent. The effect of registration and the rights and duties of the City and the Bond Registrar with re'spect thereto shall be as follows; (a) Bond Register. The Bond Registrar shall keep at its principal corporate trust office the Bond Register in which the Bond Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds. (b) Transfer. Upon surrender 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 Bond Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the regist4ered owner in writing, the Bond Registrar shall authenticate and deliver, in the name of the designated -9- . I I 183. transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Bond Registrar may, however, close the books for registration fifteen (15) days preceding each interest payment date and until'such interest payment date. No transfer of a Bond shall affect its order of registration for purposes of redemption. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange, the Bond Registrar shall authenticate and deliver one or more new Bonds .of.a like aggregate principal amount and maturity, as requested in writing by the registered owner or the owner's attorney. (d) Cancellation. All Bonds surrendered upon any transfer shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. (e) improimr or Unauthorized Transfer. When any Bond is presented to the Bond Registrar for tran , the Bond Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of ..'d genuine and that- tlle' requested teansfer transfer is valid an is. legally authorized. The Bond 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 Bond. Registrar may 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 pt�rpose of receiving payment of, or on account off 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 the owner's 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. (g) Taxes, Fees and Charges For every transfer of Bonds, the Bond Registrar may impose � charge upon the owner thereof sufficient to reimburse the Bond Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be ciestroyed, stolen or lost, the Bond Registrar 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 Bond d*stroyed, -10- 184. I stolen or lo . st, upon the payment of the reasonable expenses and charges of the Bond Registrar in connection therewithl and, in the case of a Bond destroyed, stolen or lost, upon filing with the Bond Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bond Registrar of an appropriate bond or indemnity i ' n form, substance and amount satisfactory to it, in which both the City and the Bond Registrar shall be named as obligees. All Bonds so surrendered to the Bond Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond 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 prior to.payment. 3.06. Execution and DeliveLy. The Bonds shall be executed in the name of the City of Kalispell by.the signatures of the Mayor and the City Clerk; provided that all signatures placed on Bonds may be,printed facsimiles of the originals thereof. Bonds bearing the signatures or facsimile signatures of persons who are or were the proper officers of the City Council at the date of execution thereof shall be valid and binding obligations notwithstanding that such persons or,any of them may have or may not have held such offices before the delivery of the issbe of the Bonds. NotWithstanding such execution,' no Bond shall be valid or obligatory for any purpose or.entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Bond Registrar. Certificates of I authentication on different Bonds need not be signed by the sa.,me representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. All Bonds shall be"recorded before delivery in the office of the Treasurer. The Treasurer, or an agent designated by the Treasurer, shall deliver the Bonds to the Uniderwriters upon payment of the purchase price stated in the Bond Purchase Agreement accepted by the City Council, and.the Underwriters shall not be obligated to see to the application of the proceeds of the Bonds. 3.07. Transcript Certification. The officers of the City are directed to furnish to the purchasers of the Series 1983 Bonds certified copies of all proceedings and information 1xi their official records relevant to the authorization and issuance of the Bonds, and such certificates and affidavits as to other matters appearing in their official records or otherwise known to them as may be reasonably required to -11- 185. I - evidence the validity and security of the Bonds, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations and recitals of the City as to the correctness of all facts stated therein and the completion of all proceedings.stated therein to have been taken - 3.08. Appointment of Initial Bond Registrar. The City Council hereby appoints I of A, , as the initial Eond Registrar. The Mayor is authorized to execute and deliver, on behalf of the City, a contract with the Bond Registrar. Upon merger -or consolidation of the Bond Registrar with another corporation, if the resulting corporation is a bank or trust .company authorized by law to conduct business, such corporation shall be authorized to act as successor Bond Registrar. The City reserves the right to remove the Bond Registrar upon thirty (30) days notice and upon the appointment of a successor Bond Registrar, in which event the predecessor Bond Registrar - shall deliver all cash and Bonds in its possession to the successor Bond Registrar and shall deliver the Bond Register to the successor Bond Registrar. Section 4. Apropriation of Bond Proceeds and Security of the Series 1983 Bonds. 4.01. Proceeds. The proceeds of the Series 1983 . Bonds are approp�riated to the sewerage System Fund created by Ordinance No. 8059. To the Revenue Bond Account within the Sewerage System Fund shall be credited the premium, if any, and accrued interest on the Series 1983 Bonds and an amount sufficient to increase the Reserve to be maintained therein to an'amount equal to the maximum am - ount of principal of and interest due on the outstanding Bonds and the Series 1983 Bonds in any future fiscal year. The balance of the proceeds of the Series 1983 Bonds shall be credited to the Construction Account within the Sewerage System Fund and applied to payment of costs of the 1983 Improvements. 4.02. Security for Series 1983 Bonds.. The Series 1983 Bonds are issued under Section 4.03 of Ordinance No. 8059 and sball, with the Outstanding Bonds, and any other additional bonds issued under the provisions of said Section 4.03, be equally and ratably secured by the provisions of Ordinance No. 8059 and this Resolution and payable out of the net revenues appropriated to the Revenue Bond Account of the Sewerage System Fund, without preference or priority, all as provided in Ordinance No. 8059. The City shall keep, perform and observe each and every one of its covenants and undertakings set forth -12- I :. � 186. in ordinance No. 8059 and shall cause the 1983 Improvements to be undertaken and completed. expeditiously. 4.03.. EPA Grant. The City shall keep perform and observe each of its agreements and obligations regarding the EPA Grant and take allnecessary, lawful and appropriate action to insure receipt of the EPA Grant and application of the proceeds.thereof to the payment of costs of the 1983 Improvementa Section 5. Effective Date. This Resolution -shall be in full force and effect from and after its final passage and approval according to law. ATTEST: City Ul erk Passed by the City Council and approved by the Mayor this 15th day of August, 1983. APPROVED: -13- Mayor I