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7. Approve Certificate of Corporate Secretary, Brokerage Account and Trading Resolutionsr City of Kalispell Post Office Box 1997 - Katz: p aril, MonWna 59903-1997 - Telephone (406758-7700 Fax (406)758-7758 REPORT TO: Mayor Kennedy and City Council Members FROM: Ainy Robertson, Finance Director Chris Kukulski, City Manager SUBJECT- Certificate of'Corporate Secretary, Brokerage Account and Trading Resolutions MEETING DATE: April 5. 2004 BACKGROUND: .This certificate authorizes the, City to purchase investments with Multi -Bank Securities, through Bear, Stearns Securities Corporation. The City has been investing with the State Investment pool (STIP) which has continually lowered raters_ currently earning only I %. By investing in logger terra government sponsored investments such as the Federal Home Loan Bank we can increase our investments by I % or more. We are currently looking at an investment at 2% which increases a ` % every six months for five years. Through out the year we have between S 15 and $1 S ?million in STIP. It is our intention to ladder out some longer teat: investments to yield a higher return. These investments meet requirements of the State of Montana and. City of Kalispell investment policies. RECOMMENDATION: Authorize the account with Bear, Stearns Securities Coil). FISCAL: EFFECTS: ALTERNATIVES: r Arty H. Robertson Finance Director A million dollar investment would earn $10,000 or more revenue than we are currently earring. As suggested by Council. Report compiled. March ;10, 2004 a Chris A. Kukulski City Manager Certificate of Corporate Secretary N'rokerage Account and Trading Resolutions 1,..Thea�esa White _ _ being the Secretary ofl,i��1 �$ �i- .�,duly organized and validly exiting under the laws of and having a principal place of business at (the "Corporation"), hereby certify that, at a meeting of the Board of directors of the Corporation duly held on the _ day of the following Resolutions were duly adopted and are now in full force and effect: opening of Brokerage Account(s); Conducting Transactions RESOLVED, that the Corporation is hereby authorized and directed to establish and maintain one or more accounts (including margin accounts) (each. an "Account") and to engage in any of the transactions hereinafter described, with or through, Bear, Stearns & Co, Inc., Bear, Stearns Securities Corp., Bear, Stearns International Limited and!or any of their now or hereafter exist- ing affiliated entities (collectively, "Bear Stearns"), through an Account or otherwise. Bear Stearns is authorized to act as prin- cipal or agent in such transactions; Trading Authority* RESOLVED, that the Corporation is hereby authorized and empowered to purchase (including on a forward or when -issued basis or on margin), hold, finance, pledge, exercise, convert, tender, redeem, exchange, transfer, assign, sell (including short, when -issued and forward sales), enter into, write, issue, terminate, amend and otherwise deal and trade, singly or in combi- nation, in the following: • Securities (General): any and all forms of securities, trust certificates, evidences of interest, participation or indebtedness of any kind whatsoever, vviiether publicly registered or exempt from registration, for example as a private placement or exempt security, including without limitation, the securities, instruments and transactions listed in the categories set forth below; • Debt Securities: any and ail forms of bonds, debentures or notes of any coupon (including "zero coupon") or maturity, including but not limited to, obligations issued or guaranteed by the United States Government or any of its agencies or instrumentalities, Government Sponsored Enterprises (including, but not limited to Fannie Mae, Freddie Mac, the Federal Farm Credit Banks Funding Corporation, the Federal Home Loan Banks and Sallie Mae), foreign sovereign nations, corpo- rations or other entities, including special purpose entities, whether investment grade, unrated, high yield, secured or unsecured; + Equity Securities: any and all forms of common and preferred stock, scrip, warrants and rights; p Mortgages, Mortgage -Backed, Asset -Backed and ether Structured Securities: whole mortgage loans and interests and participations in mortgage loans, whether residential, commercial or mufti -family; mortgage -backed, mortgage -related or mortgage -derived securities or instruments of any kind whatsoever including, but not by way of limitation, any tranches of collateralized mortgage obligations, REMICs, mortgage pass -through certificates and participation certificates, whether issued or guaranteed by or backed by collateral of a Government agency, Government Sponsored Enterprise or a private issuer, including but not limited to, planned or targeted amortization, interest -only, principal -only, floating rate, inverse floating rate or zero coupon classes, interest -only or principal -only strips or mortgage residuals or any combination of the foregoing; all forms and tranches of asset -backed securities, including but not limited to, securities backed by auto, truck, boat, home equity, credit card loans, and any other form of consumer debt or business debt, lease payments, any form of bank debt or debt pass -through securities, and equity or other interests in and debt instruments issued by entities whose principal assets are any of the foregoing and any asset -backed residual; • Repurchase, Reverse Repurchase, Securities Lending and Similar Transactions: repurchase and reverse repurchase transac- tions, securities lending, bonds borrow pledge, dollar rolls, buy forward sale and other similar transactions involving cash or any kind of security, asset -backed interest or participation or other financial instrument; Money Market Instruments, Bank Notes and Bank Loans: money market instruments, including but not limited to, bankers acceptances, certificates of deposit and commercial paper, deposit notes and other bank notes and corporate, commercial or sovereign loans or obligations; • Foreign Exchange: spot and forward transactions in foreign currencies, currency futures contracts, and listed or aver -the - counter options on foreign currencies; Commodities and Futures. commodities and financial futures contracts and listed and over-the-counter options on com- modities and financial futures; • options and Certain Derivative Transactions; options and derivative transactions, inciuding but not limited to, any and all forms of listed or over-the-counter options, whether physical or cash settled, (whether or not "covered") on, transactions whose performance is finked to, or derived from, individual groups or indices of bonds, notes or other evidences of indebt- edness, equities, currencies, interest rates, commodities, financial instruments, or any other securities whether or not described in this resolution or any similar transaction or combination thereof whether on a forward basis or otherwise, including any option to enter into any of the foregoing; `SECURITIES OR TRANSACTIONS THAT ARE NOT AUTHORIZED HAVE PEEN CROSSED OUT. 409 (NRL) 8102 Interest Rate, Currency and Other Swap Transactions; swap transactions, including but not limited to, interest rate swaps, basis swaps, commodity swaps, rate protection transactions, interest rate futures, caps, collars, floors, corridors, and for- ward rate agreer-nents, currency swap agreements, cross -currency rate swap agreements, total return swaps related to indi- vidual groups or indices of bonds, notes, or other evidences of indebtedness, equities, financial instruments, or any other securities whether or not described in this resolution, transactions Iinked to the creditworthiness of one or more issuers or sovereigns, or any similar transaction or combination thereof whether on a forward basis or otherwise, including any option to enter into any of the foregoing; • International Securities and Transactions: each of the above itemized securities, obligations, instruments and other trans- action types may be dealt in regardless of whether such security, obligation, instrument or other transaction type is issued by, the obligation of, or related to, a foreign person, enterprise or sovereign, is denominated in a foreign currency or trades or is settled on or through a foreign market, exchange or clearinghouse; and Miscellaneous: any transaction that is similar to any of the transactions described above (including an option with respect to any of them), any combination of these transactions or any other transaction, whether or not described in this resolu- tion. Authorized Officer/Agents RESOLVER, that each of the officers or agents of the Corporation listed below is hereby individually authorized for and on behalf of the Corporation (1) to give to and receive from Bear Stearns oral or written instructions, confirmations, notices or demands with respect to any Account or transaction; (2) to have complete authority at all times to bind the Corporation to enter into and perform any transaction or agreement, amendment or modification thereof, relating to any Account or trans- action involving the Corporation; (3) to lend or borrow money or securities and to secure the repayment thereof with the prop- erty of the Corporation; (4) to pay in cash or by check or draft drawn upon the funds of the Corporation any sums required to be paid in connection with any Account or transaction; (5) to order the transfer or delivery of any securities, funds or other property to such officer or agent or to any other person; (6) to order the transfer of record of any securities, funds or other property to any name and to accept delivery of any securities, funds or other property; (7) to direct the sale or exercise of any rights with respect to any securities or other property; (8) to sign for and on behalf of the Corporation all agreements, confir- mations, releases, assignments, powers of attorney or other documents in connection with any Account or transaction; (9) to agree to any terms or conditions affecting any Account or transaction; (10) to endorse any securities or other property in order to pass title thereto (or to any interest therein); (11) to direct Bear Stearns to surrender any securities or other property for the purpose of effecting any exchange or conversion thereof or otherwise; (12) to appoint any other person or persons to do any and all things which such officer or agent is hereby empowered to do; and (13) generally, to take all such action as such offi- cer or agent may deem necessary or desirable to implement or facilitate the trading activities authorized in the preceding Resolutions. Name of Officer/Agent Title/Firm Name Specimen Signature Chris Kukulski CityMan;4<_Y� Amy Robertson Finance Director a rol K A c❑ t F �} o „� �...-_..� 3 4a '� "*�" Effectiveness of Resolutions RESOLVED, that the foregoing Resolutions shall apply to all transactions and agreements between the Corporation and Bear Stearns, even if such transactions and agreements were entered into by the Corporation and Bear Stearns prior to the adop- tion of such Resolutions (which prior transactions and agreements with Bear Stearns are hereby ratified in all respects), shall supersede any prior resolutions dealing with the subject matter covered herein and shall remain in full force and effect in all respects until the dose of business on the day after Bear Stearns receives written notice of the modification or revocation there- of at its offices located at 383 Madison Avenue, New York, New York 10179, Attn: Senior Managing Director, Globai Credit Department. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the Corporation to be affixed on this day of Secretary 20 (CORPORATE SEAL)