Resolution 5560 - Authorizing Refinancing of Water System BondsRESOLUTIONWATER SYSTEM REVENUE BONDS;
PRELIMINARILYD NEGOTIATED SALE OF
WATER SYSTEM REVENUE REFUNDING BONDS 1 i° REFUND CERTAIN
OUTSTANDING • SYSTEM BONDS
BE IT RESOLVED by the City Council (the "Council") of the City of Kalispell,
Montana (the "City"), as follows:
Section 1. Recitals and Determinations.
1.01 Authorization for Outstanding Bonds. The City is authorized pursuant to Title 7,
Chapter 13, Part 43, Montana Code Annotated, to establish, operate and maintain a water system.
The City is authorized pursuant to Title 7, Chapter 7, Parts 44 and 45, Montana Code Annotated,
as amended (the "Act"), to issue its revenue bonds to finance in whole or in part the cost of the
acquisition, purchase, construction, reconstruction, improvement, betterment or extension of its
water system facilities and to refund its revenue bonds issued for such purpose. Pursuant to the
Act, the City has issued and currently has outstanding the following bonds payable from its water
system: Water System Revenue Bond (DNRC Drinking Water Revolving Loan Program), Series
2001, issued in the maximum principal amount of $761,000 (the "Series 2001 Bond"); Water
System Revenue and Refunding Bonds, Series 2004, issued in the aggregate principal amount of
$1,840,000 (the "Series 2004 Bonds"); Water System Revenue Refunding Bond (DNRC
Drinking Water State Revolving Loan Program), Series 2007A, issued in the maximum principal
amount of $1,283,159 (the "Series 2007A Bond"), and Water System Revenue Bond (DNRC
Drinking Water State Revolving Loan Program), Series 2007B, issued in the maximum principal
amount of $1,500,000 (the "Series 2007B Bond"). The Series 2001 Bond, Series 2004 Bonds,
Series 2007A Bond, and Series 2007B Bond are payable on a parity basis from the Net Revenues
of the City's Water System.
1.02 Outstanding Bonds. The Series 2004 Bonds were sold to the general public, with
D.A. Davidson & Co., of Great Falls, Montana, acting as underwriter. The Series 2004 Bonds
are currently outstanding in the aggregate principal amount of $905,000, and are subject to
redemption at the option of the City on July 1, 2014 in respect of the Series 2004 Bonds
maturing in 2015 and thereafter and outstanding in the aggregate principal amount of $735,000
(the "Series 2004 Refunded Bonds").
The Series 2001 Bond, Series 2007A Bond, and Series 2007B Bond were issued to and
are held by the Department of Natural Resources and Conservation of the State of Montana (the
"DNRC"). All of the authorized principal amount of the Series 2001 Bond has been advanced,
of which $424,000 in principal amount is currently outstanding. All of the authorized principal
amount of the Series 2007A Bond has been advanced, of which $608,000 in principal amount is
currently outstanding. All of the authorized principal amount of the Series 2007B Bond has been
advanced, of which $1,390,000 in principal amount is currently outstanding.
It is proposed that Series 2004 Refunded Bonds and that the Series 2001 Bond, the Series
2007A Bond, and the Series 2007B Bond outstanding in the total aggregate principal amount of
up to $2,422,000 (the "DNRC Bonds") will be refunded in one series of bonds to be issued by
the City. The Series 2004 Refunded Bonds and the DNRC Bonds (collectively, the "Refunded
Bonds") are currently outstanding in the aggregate principal amount of $3,157,000.
Section 2. Authorization for Refunding Bonds. For the purposes of reducing the
interest cost on the Refunded Bonds and reducing the Net Revenues necessary to pay the
principal of and interest on the Refunded Bonds, it is hereby determined that it is in the best
interests of the City and the users of the water system of the City to pursue the sale of water
system revenue refunding bonds, pursuant to the Act, to refund the Refunded Bonds. Such
refunding bonds shall be denominated "Water System Revenue Refunding Bonds, Series 2012"
(the "Bonds"), and shall be issued in the aggregate principal amount necessary to provide funds,
with other available funds of the City, to pay the interest on and principal of the Refunded
Bonds, as determined by the officers of the City identified pursuant to Section 3 and within the
limitations therein established so as to maximize debt service savings, assuming that the
Refunded Bonds are called for redemption as soon as reasonably practicable at a redemption
price equal to the principal amount thereof plus interest accrued to the date of redemption,
without premium.
Section 3. Sale of Bonds, Bond Purchase Agreement. The Council hereby
determines that it is in the best interest of City to sell the Bonds at a private, negotiated sale to
D.A. Davidson & Co., of Great Falls, Montana (the "Purchaser"). The Bonds shall be sold to the
Purchaser on terms and at a purchase price within the following limitations.
(1) the underwriter's discount shall not exceed 1.10% of the principal amount
of the Bonds, exclusive of original issue premium or discount, and any net premium
amount will be paid to the City to accomplish the financing and pay costs at closing;
(2) the net interest cost rate on the Bonds shall not exceed 3.00% (for
comparison the average coupon rate on the Refunded Bonds 4.05%);
(3) the aggregate principal amount of the Bonds shall not exceed $3,250,000,
which accounts for the required amount to refund the Refunded Bonds at closing plus
costs;
(4) the final maturity date on the Bonds for purposes of the refunding is not
later than the final maturity date of the Refunded Bonds;
(5) as required by Montana Code Annotated, the average annual interest rate
on the Bonds, computed to their stated maturity dates and excluding any premium from
the computation, is at least 3/8 of 1% (0.375%) less than the average annual interest rate
on the Refunded Bonds, computed to their respective stated maturity dates;
(6) the debt service payable on the Bonds is such that the net present value of
debt service savings to be achieved by the refunding is not less than 3.00% of the
principal amount of the Refunded Bonds, using the yield of the Bonds as the discount
factor; and
(7) the prior written consent of the DNRC to the payment of the DNRC Bonds
is obtained.
All costs of issuing the Bonds (including, without limitation, underwriter's compensation, the
fees and expenses of bond counsel, the fees of the Paying Agent and Registrar, the Escrow Agent
fees, the escrow verification fees, the rating agency fees, the Preliminary and final Official
IQ
Statement costs, the costs of printing the Bonds and any miscellaneous costs) shall be paid by the
City.
The Mayor, the City Attorney/Acting City Manager and the Finance Director are hereby
authorized and directed to approve the principal amounts, purchase price, maturity dates, basic
and additional interest rates, original issue discount or original issue premium, and redemption
provisions of or relating to the Bonds, subject to the limitations contained in the preceding
paragraph. Upon approving such terms, the Mayor, the City Attorney/Acting City Manager and
the Finance Director are hereby authorized and directed to approve, execute and deliver to the
Purchaser a bond purchase agreement (the "Bond Purchase Agreement"), containing the
agreement of the City to sell, and the agreement of the Purchaser to purchase, the Bonds on the
terms so approved, and containing such other provisions as such officers shall deem necessary
and appropriate. In the event of the absence or disability of any of the Mayor, the City
Attorney/Acting City Manager or the Finance Director, another member of this Council shall
make such approvals and execute and deliver the Bond Purchase Agreement. The execution and
delivery by two appropriate officers of the City of the Bond Purchase Agreement shall be
conclusive as to the approval of such officers of the terms of the Bonds and the agreement of the
City to sell the Bonds on such terms in accordance with the provisions thereof.
The form of the Bonds and the security therefor shall be prescribed by a subsequent
resolution to be adopted by this Council.
Section 4. Preliminary Official Statement. The City Attorney/Acting City Manager,
the Finance Director and other officers of the City, in cooperation with the Purchaser, are hereby
authorized and directed to prepare a Preliminary Official Statement to be distributed by the
Purchaser to potential purchasers of the Bonds. The City Attorney/Acting City Manager and the
Finance Director (or in the event of the absence or disability of either of them, a member of this
Council) are hereby authorized and directed on behalf of the City to approve the Preliminary
Official Statement, and to deem it a near "final" official statement as of its date in accordance
with Rule 15c2-12(b)(1) promulgated by the Securities and Exchange Commission under the
Securities and Exchange Act of 1934.
Section 5. Continuing Disclosure. To permit the Purchaser to comply with paragraph
(b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Rule"), the Council will covenant and agree, for the
benefit of the registered holders and beneficial owners from time to time of the outstanding
Bonds, to provide annual reports of specified information and notice of the occurrence of certain
events. A description of the undertaking will be set forth in the Preliminary Official Statement.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY TIDE MAYOR OF
THE CITY OF KALISPELL, THIS 7TH DAY OF MAY, 2012.
Tammi Fisher
ATTEST: Mayor
Judi Funk
Deputy City Clerk
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