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Resolution 5853 - ROI - Modify West Side Urban Renewal Plan - Add Core Area PlanCERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Kalispell, Montana (the "City"), hereby certify that the attached resolution is a true copy of Resolution No. 5853 entitled: "RESOLUTION OF INTENTION TO MODIFY THE WEST SIDE URBAN RENEWAL PLAN TO INCORPORATE THE CORE AREA PLAN AND TO APPROVE A PROJECT AS AN URBAN RENEWAL PROJECT; CALLING A PUBLIC HEARING THEREON; AND INITIALLY AUTHORIZING THE ISSUANCE AND PRIVATE NEGOTIATED SALE OF UP TO $6,000,000 TAX INCREMENT URBAN RENEWAL REVENUE BONDS (WEST SIDE URBAN RENEWAL DISTRICT), SERIES 2018" (the "Resolution"), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City on February 5, 2018, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council members voted in favor thereof: Gabriel, Graham, Guiffrida, Kluesner, Kuntz, Saverud, Waterman; voted against the same: none; abstained from voting thereon: none; or were absent: Mayor Johnson and Councilor Carlson. WITNESS my hand and seal officially this 5th day of February, 2018. (SEAL) = SEAL�� e Deputy City Clerk 1892 INNN tilliili RESOLUTION NO.5853 RESOLUTION OF INTENTION TO MODIFY THE WEST SIDE URBAN RENEWAL PLAN TO INCORPORATE THE CORE AREA PLAN AND TO APPROVE A PROJECT AS AN URBAN RENEWAL PROJECT; CALLING A PUBLIC HEARING THEREON; AND INITIALLY AUTHORIZING THE ISSUANCE AND PRIVATE NEGOTIATED SALE OF UP TO $6,000,000 TAX INCREMENT URBAN RENEWAL REVENUE BONDS (WEST SIDE URBAN RENEWAL DISTRICT), SERIES 2018 BE IT RESOLVED by the City Council (the "Council") of the City of Kalispell, Montana (the "City"), as follows: Section 1. Recitals; Authorizations; Prior Acts and Approvals. 1.01. The Act. Under the provisions of Montana Code Annotated, Title 7, Chapter 15, Parts 42 and 43, as amended (the "Act"), the City is authorized to create urban renewal areas, prepare and adopt an urban renewal plan therefor and amendments thereto, undertake urban renewal projects therein, provide for the segregation and collection of tax increment with respect to property taxes collected in such areas, issue its bonds to pay the costs of such projects and to refund bonds previously issued under the Act and pledge to the repayment of the bonds the tax increment and other revenues derived from projects undertaken within the urban renewal area. 1.02. The District and the Plan. This Council, pursuant to the Act and Ordinance No. 1259 adopted by the Council on March 17, 1997, as amended by Ordinance Nos. 1347 and 1704, adopted by the Council February 7, 2000 and November 21, 2011, respectively, has created the West Side Urban Renewal District (the "District") as an urban renewal area and has approved the West Side Urban Renewal Plan (the "Plan"), as an urban renewal plan, in each case, in accordance with the provisions of the Act. The Plan provides for the segregation and collection of tax increment revenues with respect to the District. 1.03. The Core Area Plan; the Project. As contemplated in Resolution No. 5605, adopted by the Council on February 4, 2013, and as further described in Sections 2 through 5 hereof, the City intends to amend the Plan to incorporate the provisions of the Kalispell Core Area Plan (the "Core Area Plan") into the Plan and to approve the Project (as hereinafter defined) as an urban renewal project. The Core Area Plan sets forth redevelopment goals and priorities for the Core Area, which is within the boundaries of the District, including, as primary goals, the relocation of the railroad tracks from the Core Area and the creation of a green belt extending from Woodland Park to Meridian Road, providing pedestrian and bike access and greenery through the Core Area. In addition, the Core Area Plan recognizes that relocation of the railroad tracks from the Core Area will require creation of a new rail terminus and rail -served industrial site (the "Rail Park") and relocating the existing rail -dependent businesses in the Core Area to the Rail Park. Pursuant to Section 7-15-4288 of the Act, costs eligible to be paid from tax increment financing include acquisition, construction and improvement of public improvements or infrastructure, including acquisition and improvement of land to be designated as public park or open -space land, and costs incurred in relocation of occupants. 2 The City has been working with the Flathead County Economic Development Authority ("FCEDA") to undertake the Core Area and Rail Park redevelopment, and the City and FCEDA have received a federal TIGER grant in the amount of $10,000,000 to help pay for the costs of such redevelopment. In connection with the Core Area and rail redevelopment, and pursuant to the Core Area Plan, the City proposes to undertake (1) the relocation of rail -dependent occupants from the Core Area to the Rail Park, which requires the design, engineering, construction and installation of certain public improvements to the Rail Park to allow for such relocation; (2) removal of the railroad tracks from the Core Area and the design, engineering, construction and installation of a linear public park in the Core Area on the land previously occupied by the railroad tracks; and (3) related improvements (collectively, the "Project"). Following the passage and after the effective date of the ordinance described in Section 4 below, the City proposes to issue and sell its tax increment urban renewal revenue bonds to finance a portion of the eligible costs of the Project, to fund a deposit to a debt service reserve account, if necessary, and to pay costs of issuance of the bonds. Costs of the Project in excess of the proceeds of the bonds will be paid from contributions from FCEDA, tax increment funds the City has on hand and available therefor and TIGER grant funds. Section 2. Findings. Subject to testimony presented at the public hearing, the Council hereby preliminarily finds as follows: (a) No persons will be displaced from their housing by the Project; (b) The Plan, as modified to include the Core Area Plan, conforms to the City's growth policy; (c) The Plan, as modified to include the Core Area Plan, will afford maximum opportunity, consistent with the needs of the City as a whole, for the rehabilitation or redevelopment in the District by private enterprise; and (d) Sound and adequate financial programs will exist for the Project using tax increment of the District, contributions from FCEDA and funds from the TIGER grant; and (e) the Project constitutes an urban renewal project within the meaning of the Act and the Plan, as modified to include the Core Area Plan. Subject to the testimony presented at the public hearing, the Council intends to amend the Plan to incorporate the Core Area Plan into the Plan and declare the Project as an urban renewal project for the District. Section 3. Conditional Approval. The findings and representations in this Resolution are preliminary and subject to testimony presented at the public hearing. Section 4. Public Hearing. A public hearing is hereby called and shall be held on Tuesday, February 20, 2018 at 7:00 p.m. in the Council Chambers on the incorporation of the Core Area Plan into the Plan and approval of the Project as an urban renewal project for the District. The incorporation of the Core Area Plan into the Plan and approval of the Project as an urban renewal project are contemplated to be achieved pursuant to an ordinance, the first reading of which is expected to occur on March 5, 2018, which is the date of the Council's next regularly scheduled meeting after the date of the public hearing. Section 5. Notice. Notice of the public hearing shall be published in the Daily Interlake on February 8, 2018 and February 15, 2018, in substantially the form attached as Exhibit A hereto (which is incorporated by reference and made a part hereof). Section 6. The Series 2012 Note. Pursuant to Resolution No. 5550, adopted by the Council on March 5, 2012 (the "Series 2012 Note Resolution"), the City issued its Tax Increment Urban Renewal Revenue Note (West Side Urban Renewal Tax Increment District), Series 2012 in the aggregate principal amount of $500,000 (the "Series 2012 Note") to pay the costs of certain urban renewal projects in the District, as more particularly described in the Series 2012 Note Resolution. The Series 2012 Note is outstanding in the aggregate principal amount of $426,000 and bears interest at a variable rate. The Series 2012 Note Resolution provides that the Series 2012 Note is redeemable in whole or in part at the option of the City on July 1, 2014 and any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed with interest accrued to the date of redemption, without premium. For the purposes of coordinating bond covenants and providing level, predictable debt service payable from the tax increment revenues derived from the District, it is proposed that the City issue its tax increment urban renewal revenue bonds to Finance a portion of the eligible costs of the Project, to pay, refund and redeem the Series 2012 Note, to fund a deposit to a debt service reserve account, if necessary, and to pay costs of the refunding and costs of issuing the bonds. There are no bonds or other obligations of the City payable from the tax increment revenue of the District, other than the Series 2012 Note. Section 7. Authorizations. Pursuant to the authority and findings recited above, it is hereby determined that it is in the best interests of the City to offer for sale up to $6,000,000 of its Tax Increment Urban Renewal Revenue and Refunding Bonds (West Side Urban Renewal District), Series 2018 (the "Series 2018 Bonds"), to (i) pay a portion of the eligible costs of the Project; (ii) pay, redeem and refund the outstanding Series 2012 Note; (iii) fund a deposit to a debt service reserve account for the Series 2018 Bonds, if necessary, and (iv) pay costs of issuance of the Series 2018 Bonds and costs of refunding the Series 2012 Note, as determined by the officers of the City identified pursuant to, and subject to the limitations set forth in, Section 8. Section 8. Parameters and Terms of Sale. Pursuant to Section 7-15-4322 of the Act, this Council hereby determines that it would be in the best interests of the City to sell the Series 2018 Bonds through a negotiated sale. D.A. Davidson & Co., of Great Falls, Montana ("D.A. Davidson"), will serve as underwriter or placement agent of the Series 2018 Bonds. If D.A. Davidson acts as placement agent, it is expected the Series 2018 Bonds, or portion of the Series 2018 Bonds as to which it acts as placement agent, will be privately placed with a bank or banks. The Series 2018 Bonds shall be sold on terms and at a purchase price within the following limitations: E (1) underwriter's discount or the placement agent fee shall not exceed 1.20% of the principal amount of the Series 2018 Bonds, exclusive of original issue premium or discount; (2) the principal amount of the Series 2018 Bonds shall not exceed $6,000,000; (3) the net interest cost (NIC) on the Series 2018 Bonds shall not exceed 5.50%; and (4) the final stated maturity of the Series 2018 Bonds shall not be later than January 1, 2037. All costs of issuing the Series 2018 Bonds and of refunding the Series 2012 Note (including, without limitation, underwriter's discount or placement agent fees, as applicable, the fees and expenses of bond counsel, rating agency fees (if any), bond insurance fees (if any), the fees of the paying agent and registrar, the Preliminary and final Official Statement costs, Depository Trust Company fees, CUSIP costs, printing costs, and miscellaneous expenses) shall be paid by the City. The City Manager and City Finance Director are hereby authorized and directed to approve the principal amount, maturity dates, interest rates and redemption provisions of the Series 2018 Bonds, compensation to the purchaser thereof and conditions pertaining to the purchase and sale of the Series 2018 Bonds, subject to the limitations set forth above in this Section 8. Upon approving such terms, the City Manager and City Finance Director are hereby authorized and directed to approve, execute and deliver a bond purchase agreement (the "Bond Purchase Agreement"), containing the agreement of the City to sell, and the agreement of D.A. Davidson or another purchaser to purchase, the Series 2018 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 the City Manager and/or City Finance Director, their respective designees 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 Series 2018 Bonds and the agreement of the City to sell the Series 2018 Bonds on such terms in accordance with the provisions thereof. The date of the Bond Purchase Agreement, if one is finally entered into in compliance with this resolution, is scheduled to be on or after the effective date of the ordinance described in Section 4 above. The form of the Series 2018 Bonds and the security therefor shall be prescribed by a subsequent resolution to be adopted by this Council. Section 9. Official Statement. If D.A. Davidson acts as underwriter of the Series 2018 Bonds or a portion thereof, the City Manager and City Finance Director and other officers of the District, in cooperation with D.A. Davidson, as underwriter, and Dorsey & Whitney LLP, as bond counsel, are authorized to prepare on behalf of the City an Official Statement, to be distributed by D.A. Davidson to prospective purchasers of the Series 2018 Bonds. If D.A. Davidson acts as underwriter, each of the City Manager and City Finance Director (or in the event of the absence or disability of either of them, their designees) is hereby authorized and directed on behalf of the City to approve the Preliminary Official Statement, and to deem it a "final" official statement as of its date in accordance with Rule 15c2-12(b)(1) promulgated by 5 the Securities and Exchange Commission under the Securities and Exchange Act of 1934, and following such approval, to distribute or authorize D.A. Davidson to distribute the Preliminary Official Statement. Section 10. Reimbursement Expenditures. 10.01. Regulations. The United States Department of Treasury has promulgated final regulations governing the use of proceeds of tax-exempt bonds, all or a portion of which are to be used to reimburse the City for project expenditures paid by the City prior to the date of issuance of such bonds. Those regulations (Treasury Regulations, Section 1.150-2) (the "Regulations") require that the City adopt a statement of official intent to reimburse an original expenditure not later than 60 days after payment of the original expenditure. The Regulations also generally require that the bonds be issued and the reimbursement allocation made from the proceeds of the bonds within 18 months (or three years, if the reimbursement bond issue qualifies for the "small issuer" exception from the arbitrage rebate requirement) after the later of (i) the date the expenditure is paid or (ii) the date the project is placed in service or abandoned, but (unless the issue qualifies for the "small issuer" exception from the arbitrage rebate requirement) in no event more than three years after the date the expenditure is paid. The Regulations generally permit reimbursement of capital expenditures and costs of issuance of the bonds. 10.02. Prior Expenditures. Other than (i) expenditures to be paid or reimbursed from sources other than the Series 2018 Bonds, (ii) expenditures constituting preliminary expenditures within the meaning of Section 1.150-2(f)(2) of the Regulations, or (iii) expenditures in a "de minimus" amount (as defined in Section 1.150-2(f)(1) of the Regulations), no expenditures for the Project have been paid by the City before the date 60 days before the date of adoption of this resolution. 10.03. Declaration of Intent. The City reasonably expects to reimburse the expenditures made for costs of the Project out of the proceeds of Series 2018 Bonds in an estimated maximum aggregate principal amount of up to $6,000,000 after the date of payment of all or a portion of the costs of the Project. All reimbursed expenditures shall be capital expenditures, a cost of issuance of the Series 2018 Bonds or other expenditures eligible for reimbursement under Section 1.150-2(d)(3) of the Regulations. 10.04. Budgetary Matters. As of the date hereof, there are no City funds reserved, allocated on a long-term basis or otherwise set aside (or reasonably expected to be reserved, allocated on a long-term basis or otherwise set aside) to provide permanent financing for the expenditures related to the Project, other than pursuant to the issuance of the Series 2018 Bonds. The statement of intent contained in this resolution, therefore, is determined to be consistent with the City's budgetary and financial circumstances as they exist or are reasonably foreseeable on the date hereof. 10.05. Reimbursement Allocations. The City Finance Director shall be responsible for making the "reimbursement allocations" described in the Regulations, being generally the transfer of the appropriate amount of proceeds of the Series 2018 Bonds to reimburse the source of temporary financing used by the City to make prior payment of the costs of the Project. Each 0 allocation shall be evidenced by an entry on the official books and records of the City maintained for the Series 2018 Bonds or the Project and shall specifically identify the actual original expenditure being reimbursed. PASSED AND APPROVED by the City Council of the City of Kalispell, Montana, this 5th day of February, 2018. Attest: Judi Funk Deputy City Clerk Chad 6ahai n Council President klaiF a a/re1o�t ® . s 7892 TAN�° tt��zta 7 EXHIBIT A NOTICE OF PUBLIC HEARING ON MODIFICATION OF WEST SIDE URBAN RENEWAL PLAN TO INCORPORATE THE CORE AREA PLAN AND TO APPROVE A PROJECT AS AN URBAN RENEWAL PROJECT NOTICE IS HEREBY GIVEN that the City Council (the "Council") of the City of Kalispell, Montana (the "City"), will hold a public hearing on Tuesday, February 20, 2018 at 7:00 p.m., at the Council Chambers, 201 First Avenue East, Kalispell, Montana, regarding the modification of the City's West Side Urban Renewal Plan (the "Plan") in order to incorporate the Kalispell Core Area Plan in its entirety into the Plan and approve the Project (defined below) as an urban renewal project for the District. The Core Area Plan sets forth redevelopment goals and priorities for the City's "Core Area," which is within the boundaries of the District, including, as primary goals, the relocation of the railroad tracks from the Core Area and the creation of a green belt extending from Woodland Park to Meridian Road, providing pedestrian and bike access and greenery through the Core Area. In addition, the Core Area Plan recognizes that relocation of the railroad tracks from the Core Area will require creation of a new rail terminus and rail -served industrial site (the "Rail Park") and relocating the existing rail - dependent businesses in the Core Area to the Rail Park. The City has been working with the Flathead County Economic Development Authority ("FCEDA") to undertake the Core Area and Rail Park redevelopment, and the City and FCEDA have received a federal TIGER grant in the amount of $10,000,000 to help pay for the costs of such redevelopment. In connection with the Core Area and rail redevelopment, and pursuant to the Core Area Plan, the City proposes to undertake (1) the relocation of rail -dependent occupants from the Core Area to the Rail Park, which requires the design, engineering, construction and installation of certain public improvements to the Rail Park to allow for such relocation; (2) removal of the railroad tracks from the Core Area and the design, engineering, construction and installation of a linear public park in the Core Area on the land previously occupied by the railroad tracks; and (3) related improvements (collectively, the "Project"). Following the passage and after the effective date of the ordinance described below, the City proposes to issue and sell its tax increment urban renewal revenue bonds to finance a portion of the eligible costs of the Project, to pay and redeem an outstanding note, to fund a deposit to a debt service reserve account, if necessary, and to pay costs of issuance of the bonds. Costs of the Project in excess of the proceeds of the bonds will be paid from contributions from FCEDA, tax increment funds the City has on hand and available therefor and TIGER grant funds. Modifications to the Plan with respect to incorporation of the Core Area Plan into the Plan and the approval of the Project as an urban renewal project for the District would be made pursuant to an ordinance to be considered by the City following the public hearing. Any interested persons may appear and will be heard or may file written comments with the City Clerk prior to such hearing. Dated: February 5, 2018. Judi Funk Deputy City Clerk Publication Dates: February 8, 2018 February 15, 2018