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Resolution 4610 - Authorizing Sale of SID 343 Bonds2287 1 L- CERTIFICATE 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 a Resolution entitled: "RESOLUTION RELATING TO $1,581,500 SPECIAL IMPROVEMENT DISTRICT NO.343 BONDS; 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 May 7, 2001, 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: William E. Boharski on Counsell Dale Haarr, Randy Kenyon, Fred Leistiko Doug Scarff and Ron Van Natta; voted against the same: none; abstained from voting thereon: none; or were absent: Jim Atkinson and Duane Larson. WITNESS my hand and seal officially this day of May, 2001. CNO ,Tj E = City Clerk SEAL OF i • r • • RESOLUTION NO.4610 RESOLUTION RELATING TO $1,581,500 SPECIAL IMPROVEMENT DISTRICT NO. 343 BONDS; 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 "Council") of the City of Kalispell, Montana (the "City"), as follows: Section 1. Recitals. (a) This 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 "Act"), a special improvement district, designated as Special Improvement District No. 343 (the "District"), for the purpose of financing costs of certain public improvements of special benefit to the properties within the District (the "Improvements") and paying costs incidental thereto, including costs associated with the sale and the security of special improvement district bonds of the City drawn on the District (the `Bonds"), the creation and administration of the District, the funding of a deposit to the City's Special Improvement District Revolving Fund (the "Revolving Fund") and the funding of a District Reserve Account securing the Bonds in the District Fund (the "Reserve Account"). The total estimated costs of the Improvements, including such incidental costs, to be financed by the District are $1,581,500. The costs of the Improvements are to be paid from the proceeds of the Bonds, which are to be payable primarily from special assessments to be levied against property in the District, which property will be specially benefitted by the Improvements in an amount not less than $1,581,500. (b) The City is authorized by Montana Code Annotated, Section 7-12-4204(l) to sell the Bonds at a price less than the principal amount thereof, but including interest thereon to the date of delivery, if this Council determines that such sale is in the best interests of the District and the City. (c) It is necessary that the Bonds be issued and sold in an aggregate principal amount of $1,581,500 to finance the costs of the Improvements, including incidental costs, described in Subsection (a). The costs of the Improvements are currently estimated, as follows: Improvement Costs $ 1,095,308.97 Engineering (Design/Construction Mgmt.) 160,000.00 Administration 40,000.00 Reserve Account Deposit 79,075.00 Revolving Fund Deposit 79,075.00 Costs of Issuance 20,148.57 Underwriter's Discount 31,630.00 Contingency 113,262.46 Total $ 1,6I8,500.00 Costs in excess of the Bond proceeds will be paid from funds that the City has on hand in the amount of $37,000. Section 2. Determination of Public Interest in Allowin Bond and Discount Pursuant to the authority described in Section 1, this Council hereby determines to fix the minimum price for the Bonds at $1,549,870, plus interest accrued thereon to the date of delivery. Such minimum 2289 factors required to be considered under Section 7-12-4225(4) of the Act. Those findings and determinations were ratified and confirmed in the resolution adopted by this Council on March 5, 2001, creating the District, and are hereby ratified and confirmed. It is hereby covenanted and recited that the City has the power under the Act to pledge the Revolving Fund to payment of the principal of and interest on the Bonds. Section 4. Terms of the Bonds. This Council hereby authorizes the issuance and sale of the Bonds, to be denominated "Special Improvement District No. 343 Bonds," of the City in the aggregate principal amount of $1,581,500 (the `Bonds") for the purpose of financing the Improvements. The Bonds shall be dated, as originally issued, as of June 1, 2001, and shall bear interest payable semiannually on January 1 and July 1 of each year, commencing January 1, 2002, at a rate or rates designated by the successful bidder at public sale and approved by this Council. If issued as serial bonds, the Bonds shall mature on July 1 in each of the following years and principal amounts: Principal Principal Year Amount Year Amount 2002 $76,500 2012 $80,000 2003 75,000 2013 80,000 2004 75,000 2014 80,000 2005 75,000 2015 80,000 2006 80,000 2016 80,000 2007 80,000 2017 80,000 2008 80,000 2018 80,000 2009 80,000 2019 80,000 2010 80,000 2020 80,000 2011 80,000 2021 80,000 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 payments on each July 1 and January 1, commencing January 1, 2002 and concluding July 1, 2021, 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; provided that one Bond with a stated maturity in 2002 shall be issued in the principal amount of $6,500. 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 the Reserve Account and the Revolving Fund. Section 5. Public Sale. The Bonds shall be sold at a public competitive sale which is hereby called and shall be held at a regular meeting of this Council on May 23, 2001, at 7:00 p.m., MT. The City will receive sealed bids for the Bonds in accordance with the notice of sale hereinafter prescribed. The City Clerk is hereby authorized and directed to cause notice of the sale to be published, as required by Montana Code Annotated, Sections 7-12-4204, 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. The notice of sale shall be published and mailed in substantially the form set forth as Exhibit A to this resolution (which is hereby incorporated herein and made a part hereof) and this 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. r7 2.299 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 terms and conditions of sale set forth in the notice of sale adopted in Section 4 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 City Clerk is authorized on behalf of the City to deem the official statement near "final" as of its date, in accordance with Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934. 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 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 and 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. 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. 2001. ATTEST: City Clerk Passed by the City Council of the City of Kalispell, Montana, this 7th day of May, WM.E .5,16, f . - Mayor - i 2291 EXHIBIT A NOTICE OF BOND SALE SPECIAL IMPROVEMENT DISTRICT NO. 343 BONDS CITY OF KALISPELL, MONTANA 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, the above -described Bonds drawn against the fund of Special Improvement District No. 343 in the principal amount of $1,581,500. Sealed bids for the purchase of the Bonds will be received until 12:00 Noon, MT, on Wednesday, the 23rd day of May, 2001, at the office of the City Clerk in Kalispell, Montana, at 312-1 st Avenue East, Kalispell, Montana, at which time the bids will be opened and tabulated. The City Council of the City will meet at 7:00 o'clock p.m. on the same day in the 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 Series 2001 Bonds to the responsive bidder whose bid reflects the lowest true interest cost to the City. Purpose and Security 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. 343 (the "District"), in accordance with the provisions of Montana Code Annotated, Title 7, Chapter 12, Parts 41 and 42, as amended (the "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 the District benefitted by the Improvements to be undertaken therein or therefor. The special assessments are payable in semiannual installments over a term not exceeding 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 (ii) one-half of one percent (0.50%) per annum. The City will establish in the District Fund, and fund with $79,075 from proceeds of the Bonds, a District Reserve Account (the "Reserve Account"), from which moneys are 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 funds are withdrawn therefrom. The Bonds are further secured by the Special Improvement District Revolving Fund of the City (the "Revolving Fund"). The City will agree to make a loan from the Revolving Fund to the district fund established for the District (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 Act. a . Date and Type 2292 Principal Principal Year Amount Year Amount 2002 $76,500 2012 $80,000 2003 75,000 2013 80,000 2004 75,000 2014 80,000 2005 75,000 2015 80,000 2006 80,000 2016 80,000 2007 80,000 2017 80,000 2008 80,000 2018 80,000 2009 80,000 2019 80,000 2010 80,000 2020 80,000 2011 80,000 2021 80,000 If issued as amortization bonds, the Bonds will be issued as a single bond or divided into several bonds, as the Council may determine, and the principal of the Bonds shall be payable semiannually on each January 1 and July 1, commencing January 1, 2002 and continuing through July 1, 2021, subject to prior redemption. Serial bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities; provided that one Bond with a stated maturity in 2002 shall be in the principal amount of $6,500. Book Entry 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, provided that one Bond with a stated maturity in 2002 shall be in the principal amount of $6,500, 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. Redeem 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 the Districts 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 mandatory redemption on that interest payment date. The redemption price shall equal the amount of the principal amount of the Bonds to be redeemer] plus interest accrued to the date of redemption. Optional Redemption. 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 ..x l- --1-`-.-. n--3----`---91 -- ---- -- ---- `--------i -3-- ��,_., �_� 7__'- `1-- -1--11 --` 2293 Selection 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, except that the Bond with a stated maturity in 2002 and in the principal amount of $6,500 shall be redeemed before other Bonds of such stated maturity. Interest Payment Dates, Rates Interest will be payable each July 1 and January 1, commencing January 1, 2002, to the registered owners of the Bonds -as such aonear_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 3.50%. Bond Registrar, Transfer Agent and Paying 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. Deliv= Within 45 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, if serial bonds, will be issued in denominations corresponding to the principal maturities of the Bonds. On the day of closing, the City will famish 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 CIerk not earlier than 48 hours after the award of sale and not later than the day of closing a certificate, in form satisfactory to Bond Counsel, as to the initial reoffering price of each stated maturity of the Bonds and stating that at least ten percent of the principal amount of such Bonds of each stated maturity has been sold at such respective prices. 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 A--- -! 1 nOL 2294 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 Dorsey & Whitney LLP, of Missoula, Montana, and Minneapolis, Minnesota, as Bond Counsel. The legal opinion will be printed on the Bonds. 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. Type of Bid and Good Faith Deposit Sealed bids for not less than $1,549,870 and accrued interest on the principal sum of FACE AMOUNT must be mailed or delivered to the undersigned and must be received at the office of the City Clerk prior to the time stated above. Bidders must bid for all or none of the Bonds. Each bid must be unconditional. 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 $31,630 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 Financial Officer. If a financial surety bond is used, it must be from an insurance company licensed and qualified to issue such a band in the State of Montana and such bond must be submitted to the Financial Officer, 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 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 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, Nice President, D.A. Davidson & Company, 529 East Main Street, Bozeman, Montana, 59715, (800) 233-4359. Award The bid authorizing the lowest true interest cost (a present value calculation of total interest on all Bonds from June 1, 2001 to their maturities, less any premium or plus any discount), 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 reserves the rights to reject any and all bids, to waive informalities in any bid and to adjourn the sale. CUSIP Numbers 2295 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 Financial Officer 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 bidfor the Bonds,-flu-,sueeessful 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 business days after the sale the City will furnish to the successful bidder without charge up to 100 copies of the final Official Statement relating to the Bonds. The successful bidder must notify the Financial Officer in writing within seven 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 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 and 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. 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. Information for bidders and bidding forms may be obtained from the undersigned City Clerk, in Kalispell, Montana, telephone (406) 758-7701, or from D.A. Davidson & Company in Bozeman, Montana, telephone (800) 233-4359, financial consultants to the City. Dated: , 2001. BY ORDER OF THE CITY COUNCIL