Resolution 3574 - Authorizing Execution of $550,000 GO BondsRESOLUTION NO. 3574
CERTIFICATION OF MINUTES RELATING TO
$550,000 GENERAL OBLIGATION BONDS, SERIES 1985
Issuer: City of Kalispell, Flathead County, Montan ! a
Governing Body: City Council
Kind, date, time and place of meeting:
A Repular ' meeting, held on AD-rij 1
1985, at 7,30 o'clock p . M. , in the City Hall
Members present: Ru i.z, Nystul Manning, Palmer, Schindler, Springer,
SaveTud, Grainer.
Members absent: None
.Documents attached:
Minutes of said - mec-ting (including)..:
RESOLUTION RELATING TO t550,000 GENERAL
OBLIGATION BONDS, SERIES 1985; DETERMINING
THE FORM AND DETAILS, AUTHORIZING THE
EXECUTIO� AND DELIVERY AND LEVYING TAXES FOR
THE PAYMENT THERE OF
1, the undersigned, being the duly qualified and
acting.recording officer of the public corporation issui.ng
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 do-cuments
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 off cially as such recording
1985.
officer this day of
City Clerk
(SEAL)
RESOLUTION NO. 3574
Member S -
pr. 1m Qer introduced the followi'ng
resolution and moved its adoption:
RESOLUTION RELATING TO $550 , 000 GENERAL
OBLIGATION BONDS, SERIES 1985; 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.
At an election duly called and held
November 6, 1984,'the electors of the City authorized th . e
issuance and sale of $550,"000 general obligation bonds
(the Bonds) -.of the (Zity..for the_pu;po_se_of__.renovatingj
improving and reconstru6ting the swimming complex known as
Bruckhauser Pool in the City of Kalispell. Pursuant to
such authorization, this Council at a public sale duly
noticed a ' nd held on March 4, 1985, awarded the salp of the
Bonds to Piper, Jaffray & Hopwood# of -Minneapolis,
Minnesotat and associates on a bid to purchase the Bonds
at a price equal to the principal amount thereof and
accrued interest to the date of delivery, the Bonds to
bear interest at the rates designated by the purchaser in
such bid and as set forth in Section 3.01 of this
resolution, which rates result in a net interest rate of
9.0237%. The Purchaser has agreed to pay a premium of
.$15.50 for the purchase of the Bonds. The rate of
interest designated by the Purchaser and the premium
result in a total net interest cost of $482,769.50. It is
hereby found, determined and declared that the interest
rates designated by the Purchaser and set forth in Sect�jon
3.01 plus the preml:um jif $15.50 ar6�consi`stent with the --
Purchaser's bid accepted by this Council on March 4, 1985
and are hereby approved. It is now desirable, proper and
in the best interest of the City that the form and details
of the Bonds be set forth and prescribed in the official
proceedings of this Council.
Section 2. Forms —of Bonds and Additional
Interest Certificates.
2.01. The Bonds shall be printed in
substantially the following form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF FLATHEAD
GENERAL OBLIGATION BOND, SERIES 1985
No. $
Maturity Date of
Rate Date Original Issue CUSIP
April 1, 1985
REGISTERED OWNER: SEE REVERSE FO I R
CERTAIN
DEFINITIONS -
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS t3at the City
of Kalispell, Fiathead 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 below, on any date
prior thereto on which it shall have been duly called for
redemption, and to pay interest on said principal amount
to the registered owner named above from the date of
original issue hereof 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 is payable upon presentation and surrender
hereof at the principal corporate trust office of First
National'Bank of Minneapolis, in Minneapolis, Minnesota,
as Bond Registrar, Transfer Agent and Paying Agent (the
Registrar) or its successor designated under the
Resolution described herein. 'Interest on this Bond is
payable semiannually on each April 1 and October 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 month immediately preceding each interest payment
date, at his address as it appears on the bond register
maintained by the Registrar.
-Principal of and 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 at
this place.
This Bond shall not be valid or become obligatory
for any purpose or be entitled to any security or benefit
under the Resoluti6n ud�til the Cert,-lfic-ate of
Authentication hereon shall have been executed by the
Registrar by,manual signature of one of its authorized
representatives. I
IN --WITNESS WHEREOFt, 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 City Clerk -Treasurer, and
by a facsimile of the official seal of the City and has
caused this Bond to be dated as of the date of original
issue set forth above.
Date of Authentication:
Attest: (Facsimile Signature) (Facsimile Signature)
Mayor City Clerk -Treasurer
(Facsimile Seal)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to
the Resolution mentioned within.
FIRST NATIONAL BANK OF
MINNEAPOLIS, as Registrar
By
Authorized Signature
[Reverse of the Bonds] I
This Bond is one of an issue in the total
principal amount of $550,000, all.of like date of original
issue and tenor except as to serial number, denomination,
maturity date, interest rate and redemption privilege, all
authorized by the favorable vote of more than the
&-equisite majority of the qualified electors of the:City
voting on the question of the issuance thereof at an'
election duly held, for City building purposes, all
pursuant to resolutions duly adopted by the City Council,
including a resolution adopted on , 1985 (the
ReSolutionl, and in full conformitT—w-"Ith —the Constitution
and laws of the State of Montana thereunto enabling. The
Bond's 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 1986
through 1992 are payable on their respective stated
maturity dates without option of prior payment, but Bonds
having stated matur'-ity'-Idates in thcs�'years-1993 through -`
2000 are each subject to redemption and prepayment at the
option of -the City, in inverse order of maturities and by
lot within a maturity, on October 1, 1992 and any interest
payment date thereafter, at a price equal to the principal
amount thereof plus interest accrued to the redemption
date. Notice of the call for redemption of any Bond prior
to its stated maturity date will be mailed, at least
thirty days before said redemption date, to the Registrar
and to the registered owner thereof. 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 outstanding.
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
corporate trust office of the Registrar, by the registered
owner hereof in by his
pe'rson or attorney duly authorized
in writing, upon
surrender:hereof together with a written
instrument of transfer satisfactQ.ry to -the Registrar, duly
-
executed by the regis-tered owner or his attorney, and may
also be
surrendered in exchange for Bonds of other
authorized denominations.
Upon any such transfer or
exchange, 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 pr.incipal 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
exchange. or
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 CERTIFIED, 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 a-t maturity;
and that-this-'Bondr--together w'th
all other indebtedness of the City outstanding
on theldate
of original issue hereof and on the date of its actual
issuance
and delivery, does -not exceed any constitutiona
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 TJNIF GIFT MIN ACT ...... Custodian ...
in common (Cust) (Minor)
TEN ENT -- as tenants
by the entireties
under Uniform Gifts to
JT TEN as joint tenants Minors
with right of
survivorship and Act .......................
not as tenants in (State)
common
Additional abbreviations may also be used
-although not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto the
within Bond and all rights thereunder, and hereby
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
Signature Guarantee:
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 6r
enlargement or any
change whatsoever.
Signature(s) must be
guaranteed by a
commercial bank or trust
company or by a
brokerage firm having a
membership in one of the
major stock exchanges.
2.02. 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 Bondr dated as
of the date of delivery of and payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
Mayor City Clerk -Treasurer
Section 3. Bond Terms, Execution and Delivery.
3.01. The Bonds shall be denominated "General
Obligation Bonds, Series 1985." The Bonds shall be in the
13
1. �
I
I
-W - .
7, :7 S.
denomination of $5,000 each or any integral multiple
thereof. The Bonds shall mature on April I in the years
and amoun�t listed below, and Bonds maturing in such years
and amounts shall bear interest from date of original
issue until paid or duly called for redemption at the
rates shown opposite such years and amounts, as follows:
Year . Amount Rate
1986 $15,000 8.80%
1987 $20,000 9.25%
1988 $20,000 9.25%
1989 $25,000 9.25%
1990 $25,000 9.25%
1991 $30,000 9.25%
1992 $30,000 9.25%
1993-' $35,000 8.30%
1994 $35,000 8.40%
1995 $40,000 8.60%
1996 $45,000 8.80%
1997 $50,000 9.00%
1998 $55,000 9.20%
1999 $60,000 9.25%
2000 $65,000 9.25%
.3.02. The Bonds shall be issuable only in . ifully
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 April I and October 1 in.each year, commencing
October 1, 1985. 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, the
principal of each Bond, and, upon presentation and
surrender thereof, shall be payable by check or draft
issued by the Registrav�-described M-rein_
3.03. Each Bond shall be originally dated as of
April 1, 1985, and upon authentication of any Bond the
Bond Registrar, Transfer Agent and Paying Agent shall
indicate thereon the date of such authentication.
3.04. The City shall appoint, and shall
maintain, a bond registrar, transfer agent and paying
aTent (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) R�kgister. The Registrar shall keep at its
principal corporate trust office a bond register in
which the Registrar shall provide for the registration
of ownership of Bonds and the registration of
transfers and exchanges of Bonds entitled to be
registered, transferred or exchanged.
(bl Transfer of Bonds. Upon surrender to the
'
Registrar 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 Registrar, duly executed by the registered
owner thereof orby an attorney duly authorized by the
registe-red 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, 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) Exchan2e_of Bon6s. Whenever any Bond is
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, as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon
any trarLsfer or exchange shall be promptly cancelled,
by the Registrar and thereafter disposed of as
directed by the City.
(e) Improper or Unauthorized Transfer. When any
Bond 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 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
is at any time registered in the bond register as the
absolute owner of such Bond, whether such Bond shall
be overdue or not, for the purpose of receiving �:
payment of,.or on account of, the principal of and
interest on such Bond and for all other purposes, and
all such payments so made to any such registered owner
or upon the owner's order shall be valid and effectual
to satisfy and discharge the liability of the City
upon such Bond to the extent of the sum or.sums so
paid.
(g) Taxes, Fees and Charges. For every transfer
or exchange of Bonds, the Registrar may impose a
charge upon t-he owner,thereof sufficient to reimburse
the Registrar for any tax, fee or other governmental
charge,�required-to be paid with r-espect to such
transfer or exchange.
(h) Mutiliated, Lost, Stolen or Destroyed
Bonds. In case any Bond shall become mutilated or be
lost, stolen or destroyed, the 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 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 lost, stolen or destroyed,
upon filing with the Registrar of evidence
satisfactoxy to it that such Bond was lost, stolen or
destroyed, and of the ownership thereoft 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 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 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.
3.05. The City hereby appoints First National
Bank of Minneapolis, in Minneapolis, Minnesota as the
initial Registrar. The Chairman and Treasurer are
authorized to execute and deliver, on behalf of the City,
a contract with First National Bank of Minneapolis, as
Registrar. Upon merger or consolidation of the Registrar
I
4-7;
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
reasonable and customary 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 in
its possession to the successor Registrar and shall
deliver the bond register to the successor Registrar. Oft
or before each principal or interest due date, without
further order of this Council, the City Clerk -Treasurer
.shall tr ' ansmit to the Registrar -moneys sufficient for the
payment of all principal and interest then due.
-3.06. Bonds maturing in the years 1986 through
1992-shall not be subject to redemption prior to maturity,
but:Bonds maturing in the years 1993 through 2000 shall
each be subject to r-edemption 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, 1992 and any interest
payment date thereafter, at a price equal to the principal
amount thereof and interest accrued to the redemption
date. Notice of redemption of any Bond prior to its
stated maturity shall be mailed, at least thirty days
before said redemption date, to the"Registrar-and to the
registered holder thereof.
3.07. The Bonds shall be forthwith prepared for
execution under the direction of the City Clerk -Treasurer
and the Purchaser, and shall be executed on behalf of the
City by the signatures of the Mayor and City
Clerk -Treasurer, 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 City Clerk - -Treasurer— In c-ase any officer whose
signature or a facsimile of whose signature shall appear
on the Bonds 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 have been so executed by said
City officers, they shall be registered by the City
Clerk -Treasurer in accordance with Montana Code Annotated,
Section 7-7-4257. Notwithstanding such execution, no.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 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 shall be conclusive evidence
that it has been authenticated and delivered under this
resolution. When the Bonds have been fully executed and
authenticated, they shall be delivered by the City
Clerk -Treasurer 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
pr ice.
Section 4. 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 a's they respectively become due.
n
5. 11LOILLage ano certitication of
Proceedings.
5.01. The Mayor and City Clerk -Treasurer, being
the officers of the City charged with the responsibility
for issuing t-be Bonds pursuant to this resolution, are
authorized and directed to execute and deliver to the
purchaser thereof a certification in order to satisfy the
provisions of Sections 1.103-13, 1.103-14 and 1.103-15 of
the Treasury Regulations. Such certification shall state
that on the basis of the facts, estimates and
circumstances,in existence on the date of issue and
delivery of the Bonds as therein set forth, it is not
expected that the proceeds of the Bonds will be used in a
manner that would cause the Bonds to be narbitrage bonds,
and the certification shall further state that to the best
of the knowledge and belief of the certifying officers
there are no other:fa.cts, estimates or circumstances that
would materiall y change such expectation.
5.02. The officers of the City are hereby
allthorized and directed to prepare and furnish to the
Purchaser of the Bonds and to Dorsey & Whitneyj bond
counsel, certified copies of all proceedinqs and records
of the City relating to the Bonds and to the organization
and financial condition and affairs of the City, and such
affidavits and other information as may be required to
show the facts relating to the legality and markbtability
of the Bonds as the same appear from books and records
under their custody and control or as otherwise kn6wn.to
them; and all such certified copies, and affidavits,
including any heretofore furnished, shall con�titute
representations of the City as to the truth of the facts
purported to be shown thereby.
5.03.: The City covenants and agrees with the
holders 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
interest on the Bonds to become subject, to taxation under
the Internal Revenue Code of 1954, as amended, and the
Treasury Regulations issued thereunder, as now existing or
as hereafter amer�ded o.r proposed ap�d in effect at the t-j.-me
of such action.
5.04. All resolutions and parts of resolutions
heretofore adopted by this council which are in conflict
herewith are hereby amended so as to conform with the
provisions of this resolution, and, as so amended, are
hereby ratified and confirmed.
PASSED AND APPROVED BY THE CITY-'C"OUNC1(/0�FTHE �CITY �OF K�ALISP�ELL THIS
Ist DAY OF APRIL , 1985.
..........
Attest: :1�_
-Tity Clerk -Treasurer
The motion for the adoption of theforegoing
resolution was duly seconded by CguacilmaD Schindler -F
and upon vote being t.aken.thereon, the.following voted in
favor thereof: Ruiz, Nystul, Manning, Palmer, Schindler, SpTinger,
-Saverud and Grainger -- A,
and the following voted against the same: _ None
w-h—ere-upon the resolution was declared duly passed and
adopted and was signed by the Mayor and attested by the
City Clerk -Treasurer.
1, the undersigned, City Clerk of the City of Kalispell, certify that the foregoing
is a true copy of the Resolution passeo by the City Council of the City of Kalispell,
Montana, at a regular meeting held A&
T
City Clerk of �tfie City of Kalispell, Montana
I
I.