Resolution 4683 - Calling for Sale of GO Bonds - Aquatic FacilityCERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of
Kalispell, Montana, hereby certify that the attached resolution is a true copy of a Resolution entitled:
"RESOLUTION RELATING TO $3,675,000 GENERAL OBLIGATION BONDS, SERIES 2002;
AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE 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 meeting on March 4, 2002, 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been amended or repealed.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, Don Counsell, Robert Hafferman,
Randy Kenyon, Duane Larson Fred Leistiko Hank Olson Ja son Peters and Mayor Pamela B.
Kennedy ; voted against the same, None ; abstained from voting thereon: None ; or
were absent: None
WITNESS my hand and seal officially this 5th day of March, 2002.
CORPORATE
8EAL
r
Theresa White
City Clerk
RESOLUTION NO. 4683
RESOLUTION RELATING TO $3,675,000 GENERAL
OBLIGATION BONDS, SERIES 2002; AUTHORIZING THE
ISSUANCE AND CALLING FOR THE PUBLIC SALE
THEREOF
BE IT RESOLVED by the City Council (the "Council") of the City of Kalispell,
Montana (the "City"), as follows:
Section 1. Recitals. The electors of the City at an election duly called, noticed
and held on November 6, 2001, at which 2,874 of the 7,038 registered electors voted (41 % of the
registered electors voted), by a vote of 1,693 in favor, and 1,181 opposed (59% of the votes cast
were in favor), authorized this Council to issue and sell $3,675,000 principal amount of general
obligation bonds of the City for the purpose of designing, constructing and equipping an aquatic
recreational facility and skate park in Woodland Park (the "Project") and paying costs associated
with the sale and issuance of the bonds. The City has determined that it is necessary and
desirable and in the best interests of the City to issue the Bonds at this time in the aggregate
principal amount of $3,675,000 (the "Bonds").
The indebtedness to be evidenced by the Bonds, together with all other
indebtedness of the City, will not exceed 1.51% of the total assessed valuation of taxable
property of the city, determined as provided in Section 15-8-111, M.C.A., ascertained by the last
assessment for state and county taxes. The indebtedness for various cultural, social and
recreational purposes will not exceed 0.9% of the total assessed value of axable property,
determined as provided in Section 15-8-111, M.C.A., subject to taxation by the City as
ascertained by the last completed assessment for state and county taxes prior to this date.
Section 2. Term of the Bonds. Pursuant to the authority described in Section 1,
this Council hereby authorizes the issuance and sale of the Bonds of the City in the aggregate
principal amount of $3,675,000 for the purpose of financing the costs of the Project. The Bonds
shall be dated, as originally issued, as of April 15, 2002, and shall bear interest payable
semiannually on January 1 and July 1 of each year, commencing January 1, 2003, at a rate or
rates designated by the successful bidder at public sale and approved by this Council; provided
that no rate of interest shall exceed six and one-half percent (6.50%) per annum, the difference
between the highest and lowest rates of interest shall not exceed three and one-half percent
(3.50%) per annum and no supplemental or additional interest shall be permitted. Each rate must
be expressed in an integral multiple of 1/8 or 5/100 of 1%. The Bonds shall be offered and sold
in accordance with the terms and conditions of sale which are set forth on Exhibit A hereto (the
"Official Terms and Conditions"), which is incorporated by reference and made a part hereof.
If issued as serial bonds, the Bonds shall mature, subject to redemption as
hereinafter provided, on July 1 in each of the following years and amounts:
Year
Amount
Year
Amount
2003
$ 80,000
2013
$185,000
2004
120,000
2014
190,000
2005
130,000
2015
200,000
2006
135,000
2016
210,000
2007
140,000
2017
220,000
2008
145,000
2018
230,000
2009
155,000
2019
240,000
2010
160,000
2020
250,000
2011
170,000
2021
265,000
2012
175,000
2022
275,000
If issued as amortization bonds, the Bonds will be issued as a single bond or
divided into several bonds, as the Council may determine at the time of the sale, and the
principal of and interest on the Bonds shall be payable semiannually in equal principal
installments on each January 1 and July 1, commencing January 1, 2003 and concluding July 1,
2022, unless the Bonds are earlier redeemed. Serial bonds shall be in the denomination of
$5,000 each or any integral multiple thereof of single maturities. Amortization bonds are
preferred.
The Bonds shall be issuable only as fully registered bonds and shall be executed
by the manual or facsimile signatures of the Mayor, City Manager and City Finance Director. If
issued as serial bonds, the Bonds shall be issued only in "book entry" form.
Section 3. Public Sale. The Bonds shall be sold at a sale on the basis of sealed
bids which is hereby called and shall be held on March 18, 2002, at 12:00 noon, M.T. The City
will receive sealed bids for the Bonds in accordance with the Official Terms and Conditions.
The City Clerk is hereby authorized and directed to cause notice of the sale to be published, as
required by Montana Code Annotated, Sections 7-7-4252 and 17-5-106, in the Daily Inter Lake,
Kalispell, Montana, once each week for two successive weeks preceding the week which
contains the date of sale. The notice of sale shall be published in substantially the form set forth
as Exhibit B to this resolution, which is hereby incorporated herein and made a part hereof.
Section 4. Official Statement. The City Finance Director and other officers of the
City, in cooperation with D.A. Davidson & Co., of Bozeman, 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. Such official statement shall contain the
Official Terms and Conditions 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.
Section 5. 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
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registered holders and beneficial owners from time to time of the outstanding Bonds, in the
resolution prescribing the terms of the Bonds, to provide annual reports of specified information
and notice of the occurrence of certain events, if material. The City is the only "obligated
person" in respect of the Bonds within the meaning of the Rule for the purposes of disclosing
information on an ongoing basis. A description of the undertaking is set forth in the Official
Statement. Failure of the City to enter into an 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.
Section 6. Proceedings to the Attorney General. The City Clerk is hereby
authorized and directed to furnish a certified copy of all proceedings taken by the City with
respect to the issuance of the Bonds to the Attorney General for examination and request a report
as to the validity of the Bonds, as required by Montana Code Annotated, Section 7-7-101.
PASSED by the City Council of the City of Kalispell, Montana, this 4th day of
March, 2002.
Attest:
i
City Clerk
ayor
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EXHIBIT A
TERMS AND CONDITIONS OF SALE
$3,675,000 General Obligation Bonds, Series 2002
City of Kalispell, Montana
NOTICE IS HEREBY GIVEN by the City Council (the "Council") of the City of
Kalispell, Montana (the "City"), that the City will receive sealed bids for the purchase of general
obligation bonds in the office of the City Finance Director, City of Kalispell, 312 — l't Avenue
East, Kalispell, Montana, in the total principal amount of $3,675,000 (the `Bonds"), until 12:00
noon, M.T., on March 18, 2002. The bids will be opened and tabulated by the City Finance
Director and presented to the City Council at its regular meeting at 7:00 P.M., M.T., on the same
day, in the City Council Chambers, at which time the Council will consider the bids received,
and if a responsive and acceptable bid is received, award sale of the Bonds to the responsive
bidder whose bid reflects the lowest true interest cost (TIC).
THE BONDS
The Bonds will bear an original issue date of April 15, 2002, and will bear interest
payable semiannually on January 1 and July 1 of each year, commencing January 1, 2003, 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, at a rate or
rates designated by the successful bidder at public sale and approved by the Council; provided
that no rate of interest shall exceed six and one-half percent (6.50%) per annum and the
difference between the highest and lowest rates of interest shall not exceed three and one-half
percent (3.50%) per annum. Each rate must be expressed in an integral multiple of 1/8 or 51100
of 1 %. No supplemental or "B" coupons or additional interest certificates are permitted. All
Bonds of the same stated maturity must bear interest from date of original issue until paid at a
single, uniform rate. Interest will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.
The Bonds shall mature, subject to redemption as hereinafter provided, on July 1
in each of the following years and amounts:
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Year
Amount
Year
Amount
2003
$ 80,000
2013
$185,000
2004
120,000
2014
190,000
2005
130,000
2015
200,000
2006
135,000
2016
210,000
2007
140,000
2017
220,000
2008
145,000
2018
230,000
2009
155,000
2019
240,000
2010
160,000
2020
250,000
2011
170,000
2021
265,000
2012
175,000
2022
275,000
If issued as amortization bonds, the Bonds will be issued as a single bond or
divided into several bonds, as the Council may determine at the time of the sale, and the
principal of and interest on the Bonds shall be payable semiannually in equal principal
installments on each January 1 and July 1, commencing January 1, 2003 and concluding July 1,
2022, unless the Bonds are earlier redeemed. Serial bonds shall be in the denomination of
$5,000 each or any integral multiple thereof of single maturities. Amortization bonds will be the
first choice and serial bonds will be the second choice of the City.
The Bonds will be issued as fully registered bonds only and shall be executed by
the manual or facsimile signatures of the Mayor, City Manager and City Finance Director.
The Bonds with stated maturities on or after July 1, 2013 will be subject to
redemption on July 1, 2012, and any day thereafter, at the option of the City, in whole or in part,
and if in part from such stated maturities and in such principal amounts as the City may
designate in writing to the Registrar (or, if no designation is made, in inverse order of maturities
and within a stated maturity in $5,000 principal amounts selected by the Registrar by lot or other
manner it deems fair), at a redemption price equal to the principal amount thereof to be redeemed
plus interest accrued to the redemption date.
OTGO-SIQ11 WA
If issued as serial bonds, 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 dne 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.
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PURPOSE AND SECURITY
The Bonds will be issued for the purpose of designing, constructing and
equipping an aquatic recreational facility and skate park in Woodland Park and paying costs
associated with the sale and issuance of the Bonds, in accordance with the provisions of Montana
Code Annotated, Title 7, Chapter 7, Part 42, as amended. The Bonds will be general obligations
of the City to the payment of which the full faith, credit and taxing power of the City will be
pledged. Bidders should consult a copy of the Preliminary Official Statement for a discussion of
the security for the Bonds and the form of opinion of bond counsel relating to the Bonds.
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 the resolution prescribing the terms of the
Bonds, to provide annual reports of specified information and notice of the occurrence of certain
events, if material. The City is the only "obligated person" in respect of the Bonds within the
meaning of the Rule for the purposes of disclosing information on an ongoing basis. A
description of the undertaking is set forth in the Official Statement. Failure of the City to enter
into an 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.
QUALIFIED TAX-EXEMPT OBLIGATIONS
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"), and financial institutions described in Section 265(b)(5) of the Code may treat the
Bonds for purposes of Sections 265(b)(2) and 291(e)(1)(B) of the Code as if they were acquired
on August 7, 1986.
BIDDING AND SALE PROCEDURES
Submission of Bids. Bids must be on the Official Bid form, a copy of which may
be obtained from the Financial Advisor and enclosed in a sealed envelope marked as follows:
"Bid for $3,675,000 General Obligation Bonds, Series 2002, City of Kalispell, Montana" and
delivered to the City Finance Director. Each envelope when delivered must indicate on the
outside the name and address of the bidder, or in the case of a group of bidders, of the
representative.
Basis of Award. The Bonds will be sold for not less than $3,675,000 with
accrued interest to the date of delivery, and all bidders must state the lowest rate or rates of
interest at which they will purchase the Bonds at par. Bids will be compared on the basis of true
interest cost (TIC). The TIC is the effective interest cost of the Series 2002 Bonds based on
bond proceeds received at closing calculated from the dated date of the Series 2002 Bonds. In
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the event that two or more bids state the lowest true interest cost, the sale of the Bonds will be
awarded by lot. The Council will accept sealed or faxed bids only. The Council reserves the
right to reject any and all bids and to sell the Bonds at private sale and to waive any informality
and irregularity in any and all bids. Bidders must bid for all or none of the Bonds. Each bid
must be unconditional (or conditioned on only those items specified in these Official Terms and
Conditions of Sale). No bid may be altered or withdrawn after the time specified above for
opening bids without the express consent of the Council.
Good Faith Deposit. 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 $73,500 payable to the order of the City of Kalispell,
Montana is required for each bid to be considered. If money, cashier's check, certified check,
bank money order, or bank draft is used, it must accompany each bid and be delivered to the City
Finance Director. If a financial surety bond is used, 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 City Finance Director, or its 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., M.T., 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 requirement. 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. The Deposit of the unsuccessful bidders will be returned immediately on
award of sale of the Bonds or after rejection of all bids.
Instructions for wiring a Deposit may be obtained from the City's Financial
Advisor, D.A. Davidson & Co., P. O. Box 8000, Bozeman, Montana 59715, (406) 582-3457.
BOND REGISTRAR, TRANSFER AGENT
AND PAYING AGENT
If serial bonds, the City will designate and contract with a suitable bank or trust
company to act as bond registrar, transfer agent and paying agent (the "Registrar"). If
amortization bonds, the City Finance Director will act as initial bond registrar, transfer agent and
paying agent (the "Registrar"). 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.
LEGAL OPINION
An opinion as to the validity of the Bonds and the exclusion from gross income
for federal and Montana income tax purposes of the interest thereon will be furnished by Dorsey
& Whitney LLP, of Missoula, Montana, and Minneapolis, Minnesota, as Bond Counsel. The
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legal opinion will be delivered at the time of closing. The legal opinion will state that the Bonds
are valid and binding general 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.
DELIVERY
Within 30 days after the sale, the City will deliver to the Registrar the printed
Bonds ready for completion and authentication. The original purchaser of the Bonds must notify
the Registrar, at least five business days before issuance of the Bonds, of the persons in 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 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 described above, 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 best knowledge of
officers of the City, threatened. Payment for the Bonds must be received by the City in
immediately available funds at its designated depositary on the day of closing. The successful
bidder shall submit to the City Finance Director not earlier than 48 hours after the award of sale
and not later than the date of closing a certificate, in form satisfactory to Bond Counsel, as to the
initial reoffering prices of each stated maturity of the Bonds and stating that at least ten percent
of the principal amount of the Bonds of each stated maturity has been sold at such prices.
OFFICIAL STATEMENT
The City will prepare an Official Statement relating to the Bonds which the City
will deem to be final as of its date. The City will deliver, at closing, a certificate executed by the
Mayor, City Manager and City 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 Council and the Municipal Securities Rulemaking Board governing
the offering, sale and delivery of the Bonds to ultimate purchasers.
Within seven business days after the sale the City will famish to the successful
bidder without charge 100 copies of the final Official Statement relating to the Bonds. The
successful bidder must notify the City Finance Director in writing within two business days after
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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.
COSTS; CUSIP NUMBERS
The City will pay for the cost of bond counsel opinion, and the fees and charges
of the Registrar. The City will apply for CUSIP numbers but will assume no cost or obligation
for the printing of CUSIP numbers on the Bonds or for the correctness of any numbers printed
thereon.
BY ORDER OF THE CITY COUNCIL
City Clerk
EXHIBIT B
NOTICE OF BOND SALE
$3,675,000 General Obligation Bonds, Series 2002
City of Kalispell, Montana
NOTICE IS HEREBY GIVEN that the City Council (the "Council") of the City
of Kalispell, Montana (the "City"), will receive sealed bids for the purchase of $3,675,000
General Obligation Bonds, Series 2002 (the "Bonds") at the office of the City Finance Director,
City of Kalispell, 312 — I" Avenue East, Kalispell, Montana, until 12:00 noon, M.T., on
March 18, 2002. The bids will be opened and tabulated by the City Finance Director and
presented to the Council at its regular meeting at 7:00 P.M., M.T., on the same day in the City
Council Chambers. The Bonds will be awarded to the responsive bidder whose bid reflects the
lowest true interest cost (TIC).
If serial bonds are issued and sold, they will be issuable in the denominations of
$5,000 or any integral multiple thereof of single maturities, and will mature on July 1, subject to
redemption as hereinafter described, in the following years and amounts:
Year
Amount
Year
Amount
2003
$ 80,000
2013
$185,000
2004
120,000
2014
190,000
2005
130,000
2015
200,000
2006
135,000
2016
210,000
2007
140,000
2017
220,000
2008
145,000
2018
230,000
2009
155,000
2019
240,000
2010
160,000
2020
250,000
2011
170,000
2021
265,000
2012
175,000
2022
275,000
If amortization bonds are sold and issued, the entire issue may be put into one single
bond or divided into several bonds, as the Council may determine at the time of sale, both
principal and interest to be payable in semiannual installments during a term of not more than 20
years.
The Bonds, whether amortization or serial bonds, shall be issuable as fully registered
bonds only, shall bear an original issue date of April 15, 2002, and shall bear interest payable
semiannually on January 1 and July 1 of each year, commencing January 1, 2003, 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. No interest
rate may exceed six and one-half percent (6.50%) per annum, and the difference between the
highest and lowest rate of interest may not exceed three and one-half percent (3.50%) per annum.
Each rate must be expressed in an integral multiple of 1/8 or 51100 of 1%. No supplemental or
"B" coupons or additional interest certificates are permitted. The Bonds with stated maturities
on or after July 1, 2013 will be subject to redemption on July 1, 2012, and any day thereafter, at
M.
the option of the City, in whole or in part, and if in part from such stated maturities and in such
principal amounts as the City may designate in writing to the Registrar (or, if no designation is
made, in inverse order of maturities and within a stated maturity in $5,000 principal amounts
selected by the Registrar by lot or other manner it deems fair), at a redemption price equal to the
principal amount thereof to be redeemed plus interest accrued to the redemption date
If issued as serial bonds, the Bonds will be issued in "book entry" only form.
The City will designate the Bonds as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
The Bonds will be sold for not less than $3,675,000 with accrued interest on the
principal amount of the Bonds to the date of their delivery. The Council reserves the right to
reject any and all bids and to sell the Bonds at private sale.
A good faith 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
$73,500 payable to the order of the City of Kalispell, Montana, is required for each bid to be
considered, as further specified in the Official Terms and Conditions of Sale.
Copies of a statement of the Official Terms and Conditions of Sale and additional
information may be obtained from D.A. Davidson & Co., P. O. Box 8000, Bozeman, Montana
59715, (406) 582-3457. Prospective bidders should consult the Official Terms and Conditions of
Sale and the Preliminary Official Statement for a description of the Bonds, the security therefor,
and the form of legal opinion proposed to be rendered by Dorsey & Whitney LLP, of Missoula,
Montana, as bond counsel.
Dated: , 2002.
BY ORDER OF THE CITY COUNCIL
City Clerk
City of Kalispell, Montana
Publish: March 5, 2002
March 11, 2002