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Tab 01 Resolution No. 5111CERTIFICATE 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 5080 entitled: "RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICT NO. 344 BONDS, SERIES 2006; AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND AUTHORIZING THE PLEDGE OF THE REVOLVING FUND TO THE SECURITY THEREOF" (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 at a regular meeting on April 3, 2006, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: Jim Atkinson, Bob Herron, Randy.,Kenyon, Duane Larson, Hank Olson, and Mayor Pamela B. Kennedy-; voted against the same: Bob Hafferman ; abstained from voting thereon: None ; or were absent: Kari Gabriel and Tim Xhipomptr WITNESS my hand and seal officially this 3rd day of April, 2006. r (SEAL) 1�20 COFMORAT E-11, Theresa White City Clerk RESOLUTION NO. 5111 RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICT NO.344 BONDS, SERIES 2006; AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND AUTHORIZING THE PLEDGE OF THE REVOLVING FUND TO THE SECURITY THEREOF BE IT RESOLVED by the City Council (the "City Council") of the City of Kalispell, Montana (the "City"), as follows: Section 1. Recitals. (a) Thi's City Council has duly and validly created and established in the City under Montana Code Annotated, Title 7, Chapter 12, Parts 41 and 42, as amended (the "SID Act"), a special improvement district, designated as Special Improvement District No. 344 ("District 344"), for the purpose of financing costs of certain public improvements of special benefit to the properties within District 344 (the "Improvements") and paying costs incidental thereto, including: (i) costs associated with the sale and the security of special improvement district bonds of the City drawn on District 344; (h) creation and administration of District 344; (iii) funding of a deposit to the City's Special Improvement District Revolving Fund (the "Revolving Fund")- and (iv) funding of a deposit to the District Reserve Account securing the Bonds in the District Fund (as defined herein)(the "Reserve Account"). The total estimated costs of the Improvements, including the costs enumerated in (ii)-(iv) above, to be financed by District 344 are $4,520,000. The costs of the improvements are to be paid from the proceeds of Special Improvement District No.. 344 Bonds, Series 2006 (the "Bonds"), which are to be payable primarily from special assessments to be levied against property in District 344, which property will be specially benefited by the Improvements 'in an amount not less than $4,520,000. (b) The City has also validly created and established, pursuant to Montana Code Annotated, Title 7, Chapter 15, Part 42, as amended (the "TIF Act"),, its (i) Old School Station Technology Tax Increment District (the "Technology Dl*stricf "), and (ii) Old School Station Industrial Tax Increment District (the "Industrial District"). The Technology District and the Industrial District are both located within the boundaries of District 344. Pursuant to Section 7- 15-4290 of the TIF Act, the City may pledge tax increment derived from an industrial district (such as the Industrial District) or a technology district (such as the Technology District) to the payment of special assessment bonds (such as the Bonds) issued to pay industrial district and technology district costs described in Sections 7-15-4288 and 7-15-4289 of the TIF Act. Pursuant to Section 7-15-4288 of the TIF Act,, eligible costs to be paid by the City with tax increments include public improvements (such as the Improvements) authorized to be made pursuant to the SID Act. Certain tax increment revenues derived from the Technology District and the Industrial District will be available for the payment of and pledged to the cost of the Improvements or paying on the Bonds. (c) The City is authorized by Section 7-12-4204(l) of the SID Act to sell the Bonds at a price less than the principal amount thereof, but including interest thereon to the date of delivery, 'if this City Council detennines that such sale is in the best interests of District 344 and the City. (d) It is necessary that the Bonds be issued and sold in an original aggregate principal amount estimated not to exceed $4,520,000 to finance the costs of the Improvements, including incidental costs, described in Subsection (a). The costs of the Improvements are currently estimated, as follows: Project Construction Fund Deposit (Project Costs and $37875,600 Contingency Revolving Fund Deposit 22600 Reserve Account Deposit 226,000 City Administration Fee 40M00 Costs of Issuance QiPoo Underwriter's Discount 901400 Total $42520 000 Costs in excess of the Bond proceeds will be paid from funds that the City has on hand in the amount of $0.00. Section 2. Allowance for Bond Discount. The minimum price for the Bonds is $454299600 (98% of par), plus interest accrued thereon to the date of delivery. The City reserves the right to adjust the principal arnount of the Bonds offered for sale in each maturity by the amounts determined by the City, in consultation with its financial advisor, to reflect the actual premium and/or discount and/or unused underwriter's discount in the winning bid, and to create the most efficient debt service structure for the Bonds. Any such change in maturity amounts w ill be made in multiples of $5,000 and no serial bond maturity principal amount or mandatory sinking fund redemption principal amount may be changed by more than $20,000. Section 3. Findin_ and Determination To Pledize- the Revolving__ Fund and Tax Increments; and Covenant to Create District Fund. (a) In a resolution of intention to create District No. 344, adopted on October 3, 2005, this City Council found it to be in the public interest and in the best interest of the City and District 344,, to secure payment of principal of and interest on the Bonds by the Revolving Fund and, based on the factors required to be considered under Section 7-12-4225(4) of the SID Act, authorized the City to enter 'into the undertakings and agreements authorized in the SID Act in respect of the Bonds. Those findings and determinations were ratified and confirmed in the resolution adopted by this City Council on November 7, 2006, creating District 344. The prior actions of this City Council relating to District 344 are hereby ratified and confirmed. It is hereby covenanted and recited that the City has the power under the SID Act to pledge the Revolving Fund to payment of the principal of and interest on the Bonds. (b) Pursuant to Section 7-12-4209 of the TIF Act, the City is authorized to pledge tax increments from the Technology District and the Industrial District to the payment of speci 0 al assessment bonds (such as the Bonds). The City may pledge certain tax increment revenues derived from the Technology District and the Industrial District to the payment of the principal of and interest on the Bonds. (c) The City hereby covenants that it will create and establish a fund designated as the "Special Improvement District No. 344 Fund"' (the "Fund"') and various accounts required therein for the Bonds. The Finance Director of the City will establish and maintain the District Fund on the books and records of the City separate and apart from all other funds of the City. Section 4. Terms of the Bonds. This City Council hereby authorizes the issuance and sale of the Bonds, to be denominated "Special hnprovement District No. 344 Bonds, Series 2006" of the City in the estimated original aggregate principal amount of $4,520,,000 for the purpose of financing the Improvements and the incidental costs listed above in Section 1(a). The Bonds shall be dated, as originally issued, May 15 or on such dates as the Finance Director of the City may reasonably determine, and shall bear interest payable semiannually on January I and July 1 of each year, commencing January 1, 2007, at a rate or rates designated by the successful bidder at public sale and approved by this City Council. If issued as serial bonds, the Bonds shall mature on July 1 in each of the following years and principal amounts: Year Principal Amount Year Principal Amount 2007 $225�000 2017 $225A0 2008 225�000 2018 225�000 2009 225�000 2019 225�000 2010 225,000 2020. 22500 2011 225,000 2021 225�000 2012 225,000 2022 225�000 2013 2251,000 2023 230po 2014 2251,000 2024 230�000 2015 2251,000 2025 230po 2016 225�000 2026 230po Bidders for the Bonds will have the option of combining the Bonds maturing on and after 2007 through and including 2013 and on and after 2014 'Into one or more terms bonds. If any Bonds are issued as term bonds', such term bonds will be subject to annual mandatory sinking fund redemption on each July 1, concluding no later than 2026, unless the Bonds are earlier redeemed, at a redemption price equal to the principal amount of such Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January 1 and July 1 to the redemption date, in installments and in the same amounts and same dates as the bonds would have matured 'if they were not 'included in a term bond. Serial.bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. The Bonds shall be issuable only as fully registered bonds and shall be executed by the manual or facsimile signatures of the Mayor and the City Clerk. The Bonds shall be secured by I (i) special assessments payable by taxpayers in District 344, (ii) certain tax increment revenues, if any, pledged to the Bonds, (iii) the Reserve Account, and (iv) the Revolving Fund. Section 5. Public Sale. The Bonds shall be sold at a public competitive sale which is hereby called, as determined by the Finance Director of the City, and shall be awarded at a regular meeting of this City Council. The Finance Director is hereby authorized to schedule the public competitive sale of the Bonds. The City will receive sealed bids for the Bonds, due at 12:00 P.M., M.T., on the Bond sale date in accordance with the notice of sale hereinafter prescribed. The City Clerk is hereby authorized and directed, upon a determination of the Bond sale date by the Finance Director, to cause notice of the sale to be published, as required by Montana Code Annotated, Sections 7-12-4204, 7-7-4252 and 17-5-106, in the Daily Inter Lake, once each week for two successive weeks preceding the week which contains the date of sale of the Bonds. The notice of sale shall be published and mailed in substantially the form set forth as EXHIBIT A to this resolution, with such necessary variations, omissions, and insertions as are not materially 'inconsistent with such form and as the Finance Director 5, in her discretion, shall determine (which notice of sale 'I's hereby incorporated herein and made a part hereof), and this City Council hereby adopts the terms and conditions set forth in such notice of sale as the terms and conditions of the sale of the Bonds. Section 6. Official Statement. The Finance Director and other officers of the City, in cooperation with D.A. Davidson & Co., of Bozeman and Great Falls, Montana, financial consultants to the City, are hereby authorized and directed to prepare on behalf of the City an official statement to be distributed to potential purchasers of the Bonds. The Official Statement will contain the terms and conditions of sale set forth in the notice of sale adopted in Section 5 and such other information as shall be advisable and necessary to describe accurately the City and the security for, and terms and conditions of, the Bonds. The Official Statement shall be deemed final by the City within the meaning of the Rule (as defined below). Section 7. Continuing Disclosure. In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds 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 City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Bonds, in a Continuing Disclosure Undertaking, to provide annual reports of specified information and notice of the occurrence of certain events, if material. The City and District Fund and Revolving Fund are the only "obligated persons" in respect of the Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. The f6rm of the Continuing Disclosure Undertaking is set forth in the Official Statement. Failure of the City to enter into a Continuing Disclosure Undertaking substantially similar to that described in the Official Statement would relieve. the successful bidder of its obligation to purchase the Bonds. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. PASSED AND APPROVED BY TTIE CITY COU C-M- D SIGNED BY THE MAYOR OF THE CITY OF KALISPELL, THIS 3RD DAY APRIL 006. Pamela B. Kennedf , Mayor ATTEST: Theresa White City Clerk EXHIBIT A NOTICE OF BOND SALE $41,520,000 CITY OF KALISPELL, MONTANA SPECIAL IMPROVEMENT DISTRICT NO. 344 BONDS, SERIES 2006 NOTICE IS HEREBY GIVEN that the City of Kalispell, Montana (the "City"), will sell to the highest and best bidder for cash, as evidenced by sealed bids, Special Improvement District No. 344- Bonds, Series 2006 (the "'Bonds") drawn against the fund of Special Improvement District No. 344 (the "District Fund") in the principal amount estimated not to exceed $4,520,000. Sealed bids for the purchase of the Bonds will be received at the office of the Finance Director in Kalispell,, Montana, at City Hall, 312 1t Avenue East, Kalispell, Montana 59901, or bids for the purchase of the Bonds will be received by the City by electronic transmission through Pan"tyTm, in either case until 12:00 Noon, MT, on Monday, the 1st day of May, 2006. The bids will be opened (or accessed) and tabulated and the City Council of the City will meet at or after 7:00 P.M., M.T., on the same day 'in the City Council Chambers to consider the bids and the award of sale of the Bonds and ;� if a responsive and acceptable bid is received, award the Bonds to the responsive bidder whose bid reflects the lowest true 'interest cost (TIC) to the City. Bids may be submitted by facsimile to the Finance Director at (406) 758-7755 until 12:00 P.M., M.T., on May 1, 2006.. Purpose_ and Securit The Bonds will be 'issued for the purpose of financing the cost of construction of certain local improvements (the "Improvements"') within or for the benefit of Special Improvement District No. 344 (the "District 344"), in accordance with the provisions of Montana Code Annotated,, Title 7, Chapter 12, P.arts 41 and 42, as amended (the "SID Act"). The Bonds will be special, limited obligations of the City and do not constitute general obligations of the City. The Bonds are payable primarily from the collection of a special tax or assessment which is a lien against the assessable real property within District 344 benefited by the Improvements to be undertaken therein or therefor. The special assessments are payable in equal, semiannual installments of principal over a term a term not exceeding twenty (20) years, each in equal semiannual installments of principal, plus interest, with unpaid installments of the special assessments bearing interest at a rate equal, from time to time, to the sum of (i) the average rate of interest borne by the then outstanding Bonds, plus (fi) one-half of one percent (0.50%) per annum. A-1 The Bonds are also secured by a pledge of certain tax increments derived from (i) Old School Station Technology Tax Increment District (the "Technology District"), and (ii) Old School Station Industrial Tax Increment District (the "Industrial District"). The Technology District and the Industrial District are both located within the boundaries of District 344. Pursuant to Montana Code Annotated, Section 7-15-4290, the City may pledge tax increment derived from an 'industrial district (such as the Industrial District) or a technology district (such as the Technology District) for the payment of special assessments bonds (such as the Bonds) issued to pay for Improvement costs that are also authorized to be made pursuant to the SID Act. Certain tax increment revenues derived from the Technology District and the Industrial District will be available for and may be pledged by the City to the payment of the cost of the Improvements or paying on the Bonds., The City will establish in the District Fund and fund a District Reserve Account (the "Reserve Account") to secure the Bonds. The Reserve Account will be fund from Bond proceeds with a deposit equal to five percent (5.00%) of the principal amount of the Bonds, from which money is to be applied to pay principal of and interest on the Bonds in the event collections of special assessments are insufficient therefor. The City has no obligation to replenish the Reserve Account if the funds therein are withdrawn. The Bonds are further secured by the Special Improvement District Revolving Fund of the City (the "Revolving Fund"). The deposit to Revolving Fund will be funded from Bond proceeds with a deposit equal to five percent (5.00%) of the principal amount of the Bonds being deposited therein. The City will agree to make a loan from the Revolving Fund to the District Fund to make good any deficiency then existing in the principal and interest accounts therein after depletion of the Reserve Account and to provide funds for the Revolving Fund by levying a tax or making a loan from the City's general fund to the extent and for the period authorized by the SID Act. Date and Time The Bonds will be dated as oriainally issued, as of May 15, 2006 or such other date as the Finance Director of the City shall determine, and will be 'Issued as negotiable investment securities in registered form as to both principal and interest. Maturities and Form If issued as serial bonds,, the Bonds shall mature,, subject to redemption, on July 1 in the following years and amounts: Year Princ�pal Amount Year Principal Amount 2007 $2259000 2017 $2255,000 2008 225,000 2018 225,000 2009 2257000 2019 225,000 A-2 2010 225,000 2020 225�000 2011 225,000 2021 225�000 2012 225�000 2022 22500 2013 225,000 2023 230MOO 2014 225,000 2024 230�000 2015 225,000 2025 230�000 2016 225,000 2026 230po Bidders will have the option of combining the Bonds maturing on and after 2007 through and including 2013 and on and after 2014 into one or more terms bonds. If any Bonds are issued as term bonds, such term bonds will be subject to annual mandatory sinking fund redemption on each July 1, concluding no later than 2026, unless the Bonds are earlier redeemed, at a redemption price equal to the principal amount of such Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January I and July 1 to the redemption date, in installments and in the same amounts and same dates as the bonds would have matured if they were not included in a term bond. Serial bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. Book-Entr The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of. $5,000 or any multiple thereof of a single maturity, through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. Redemption Mandatory,_.Redemption. If on any interest payment date there will be a balance in the District Fund after payment of the principal and interest due on all Bonds drawn against it, either from the prepayment of special assessments levied in District 344 or from the transfer of surplus money from the Construction Account to the Principal Account, outstanding Bonds, or portions thereof, in an amount which, together with the 'interest thereon to the interest payment date, will equal the amount of such funds on deposit 'in the District Fund on that date are subject to A-3 mandatory redemption on that interest payment date. The redemption price shall equal the amount of the principal amount of the Bonds to be redeemed plus interest accrued to the date of redemption. Optional Redemotion. The Bonds are subject to redemption, in whole or in part, at the option of the City from sources of funds available therefor other than those described under "'Mandatory Redemption" on the terms of this paragraph. The Bonds with stated maturities on or after July 1, 2014 will be subject to redemption on July 1, 2013, and any date thereafter, at the option of the City, in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed plus 'interest accrued to the redemption date, without premium. However, the Bonds shall not be called for redemption (i) from amounts on deposit in the Reserve Account or (1'i) before July 1, 2013, from the proceeds of refunding special improvement district bonds or warrants. The redemption price shall equal the principal amount of the Bonds to be redeemed plus interest accrued to the date of redemption, without premium. Election of Bonds for Redemption. If less than all of the Bonds are to be redeemed, Bonds shall be redeemed in order of the stated maturities thereof. If less than all Bonds of a stated maturity are to be redeemed, the Bonds of such maturity shall be selected for redemption in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair. Interest -Payment Dates, Rates Interest will be payable each January 1 and July 1, commencing January 1, 2007, to the registered owners of the Bonds as such appear in the bond register as of the close of business on the 15th day (whether or not a business day) of the immediately preceding month. All Bonds of the same stated maturity must bear interest from date of original issue until paid at a single, uniform rate. Each rate must be expressed in an integral multiple of 1/8 or 51100 .of 1%. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Individual interest rates may be no higher than 7.00%, with the difference between the highest and lowest rate being no greater than 4.50%. Bond.Registrar, Transfer.Agent and Paving Agent The City shall select a bond registrar, transfer agent and paying agent (the "Registrar") in connection with the Bonds. The bond register will be kept, transfers of ownership will be effected and principal of and interest on the Bonds will be paid by the Registrar. The City will pay the charges of the Registrar for such services. The City reserves the right to remove the Registrar and to appoint a successor, De Within forty-five (45) days after the sale, the City will deliver to the Registrar the printed Bonds ready for completion and authenti cation. The original purchaser of the Bonds must notify the Registrar, at least five (5) business days before issuance of the Bonds, of the persons in A-4 whose names the Bonds will be initially registered and the denominations of the Bonds to be originally issued. If notification is not received by that date, the Bonds will be registered in the name of the original purchaser and, if serial bonds, will be issued in denominations corresponding to ' the principal maturities of the Bonds. On the day of closing, the City will furnish to the purchaser the opinion of Bond Counsel hereinafter described, an arbitrage certification and a certificate stating that no litigation in any manner questioning the validity of the Bonds is then pending or, to the knowledge of officers of the City, threatened. Payment for the Bonds must be received by the City in immediately available funds at its designated depository on the -day of closing, the successful bidder shall submit to the City Clerk not earlier than forty-eight (48) hours after the award of sale and not later than the day of closing a certificate in form satisfactory to Kennedy & Graven, Chartered, Bond Counsel, as to the initial reoffering price of each stated maturity of the Bonds and stating that at least ten percent (10%) of the principal amount of such Bonds of each stated maturity has been sold at such respective prices. Qualiffied Tax-Exemvt ObfipationA s. The Bonds will be designated by the City as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Legal Opinion An opinion as to the validity of the Bonds and the exclusion of the 'interest thereon from gross income for federal income tax purposes and Montana individual income tax purposes will be furnished by Kennedy & Graven, Chartered, of Minneapolis, Minnesota, as Bond Counsel, at the expense of the Purchaser. The legal opinion will state that the Bonds are valid and binding special, limited obligations of the City enforceable in accordance with their terms, except to the extent to which enforceability thereof may be limited by the exercise of judicial discretion or by state or federal laws relating to bankruptcy, reorganization, moratorium or creditors' rights. 0 T112e of Bid and Goodlaith Deposit Sealed bids for not less than $4,429,600 (98% of par) and accrued interest on the principal amount of $4,520,000 must be mailed or delivered to the undersigned and must be received at the office of the Finance Director prior to the time stated above. The City reserves the right to adjust the principal amount of the Bonds offered for sale in each maturity by the amounts determined by the City, in consultation with 'Its financial advisor, to reflect the actual premium and/or discount and/or unused underwriter's discount in the winning bid, and to create the most efficient debt service structure for the Bonds. Any such change in maturity amounts will be made in multiples of $5,000 and 'no serial bond maturity principal amount or mandatory sinking fund redemption principal amount may be changed by more than $20,000. Bidders must bid for all or none of the Bonds. Each bid must be unconditional. Bids may be transmitted electronically through ParityTM, in accordance with these terms and conditions. A-5 Except for a bid by or on behalf of the Board of Investments of the State of Montana, a good faith deposit (the "'Deposit") in the form of money, cashier's check, certified check, bank money order, or bank draft drawn and issued by a federally chartered or state chartered bank insured by the federal deposit insurance corporation or a financial surety bond in the sum of $90,400 payable to the order of the City is required for a bid to be considered. If money, cashier's check, certified check, bank money order, or bank -draft is used, it must accompany the bid and be delivered to the Finance Director. If a financial surety bond is u sed, it must be from an insurance company licensed and qualified to issue such a bond in the State of Montana and such bond must be submitted to the Finance Director, or the City's financial advisor prior to the opening of the bids. The financial surety bond must identify each bidder whose Deposit is guaranteed by such financial surety bond. If the Bonds -are awarded to a bidder utilizing a financial surety bond, then that Purchaser is required to submit its Deposit to the City in the form of a. cashier's check (or wire transfer such amount as instructed by the City or its financial advisor) not later than 1:00 p.m., Mountain Daylight Time, on the next business day following the award. If such Deposit is not received by that time, the financial surety bond may be drawn by the City to satisfy the Deposit requiremen t. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds. In the event the Purchaser fails to honor 'Its accepted bid, the Deposit will be retained by the City as liquidated damages. The Deposit of the unsuccessful bidders will be returned immediately on award of the Bonds to the Purchaser or after rejection of all bids. Instructions for wiring the Deposit may be obtained from the City's Financial Advisor, Bridget Ekstrom, Vice President, D.A. Davidson & C0.1 402 East Main Street, Suite 202, Bozeman, Montana 59715, (866) 415-6950 or (406) 556- 6965. Award The bid authorizing the lowest true 'interest cost (a present value calculation of total interest on all Bonds from and to their maturities, less any premium or plus any discount) (TIC), will be deemed the most favorable. In the event that two or more bids state the lowest net interest cost, the sale of the Bonds will be awarded by lot. No oral bid will be considered. The City Council will consider sealed bids or bids transmitted electronically through the ParityTM system. The City reserves the rights to reject any and all bids, to waive informalities. in any bid and to adjourn the sale. Electronic Transmission To the extent any instructions or directions set forth in ParityTm conflict with this Notice of Sale, the terms of this Notice of Sale shall control. For further information about Parity TM 1) potential bidders may contact the financial consultants to the City, D.A. Davidson & Co., (800) 332-5915 (Public Finance Department), or ParityTm at (212) 404-8102 (Client Services). In the event of a malfunction in the electronic bidding process, bidders may submit their bids by sealed bid including facsimile transmission to the Finance Director, Amy Robertson, at facsimile number (406) 758-7771 (phone (406) 758-7755). CUSIP Numbers The City will assume no obligation for the assignment or printing of CUSIP numbers on I. the Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be assigned and printed at the expense of the purchaser, if the original purchaser waives any delay in delivery occasioned thereby. Official Statement The City will prepare an Official Statement relating to the Bonds which the City will deem, for purposes of SEC Rule 15c2-12, to be final as of its date. The City will deliver, at closing, a certificate executed by the Mayor, the City Clerk and the Finance Director to the effect that, to the best of their knowledge, as of the date of closing, the information contained in the Official Statement,, including any supplement thereto, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; provided that no comment will be made with respect to any information provided by the successful bidder for inclusion in any supplement to the Official Statement. By submitting a bid for the Bonds, the successful bidder agrees'- (1) to disseminate to all members of the underwriting syndicate copies of the Official Statement including any supplements prepared by the City, (2) to file promptly a copy of the Official Statement, including any supplement prepared by the City, with a nationally recognized municipal securities repository, and (3) to take any and all other actions necessary to comply with applicable rules of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board governing the offering, sale and delivery of the Bonds to ultimate purchasers. Within seven (7) business days after the sale the City will furnish to the successful bidder without charge, up to one hundred (100) copies of the final Official Statement relating to the Bonds. The successful bidder must notify the Finance Director in writing within seven (7) business days after the award of sale of the Bonds if it requires additional copies of the Official Statement. The cost of additional copies shall be paid by the successful bidder. Continuing- Disclosure In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds 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 City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Bonds, in a Continuing Disclosure Undertaking as set forth in the Official Statement, to provide annual reports of specified information and notice of the occurrence of certain events, if material. The City, the District Fund and Revolving Fund are the only "obligated persons" in respect of the Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. Failure of the City to enter into an undertaking substantially similar to that described in the Official Statement would relieve the successful A-7 bidder of its obligation to purchase the Bonds. [The City has complied in all material respects with any undertaking previously entered 'into by it under the Rule.] Information for bidders and bidding forms may be obtained from Theresa White, City Clerk, at City Hall, 312 1" Avenue East, Kalispell, Montana 59901, (406) 758-7756, or from D.A. Davidson & Co., Bozeman and Great Falls, Montana, telephone (800) 332-5915 or (406) 556-6965, financial consultants to the City. Dated: April 3, 2006. BY ORDER OF THE CITY COUNCIL OF THE CITY OF KALISPELL, MONTANA ZsZ Theresa White City Clerk Publish: April 16, 2006 April 23, 2006