Resolution 4758 - $907,000 Water System Revenue BondCERTIFICATE 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 $907,500 WATER SYSTEM REVENUE
BOND, SERIES 2003; AUTHORIZING THE ISSUANCE AND FIXING THE TERMS AND
CONDITIONS THEREOF AND THE SECURITY THEREFOR" (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 December 2, 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hereof been amended or repealed.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: Pamela B. Kennedy, Jim Atkinson, Don
Counsell, Randy Kenyon, Duane Larson, Fred Leistiko, Hank Olson and JUson Peters; voted
against the same: Robert Hafferman; abstained from voting thereon: none; or were absent: none.
WITNESS my hand officially this � day of December, 2002.
City Clerk
RESOLUTION NO. 4758
RESOLUTION RELATING TO $907,500 WATER SYSTEM
REVENUE BOND, SERIES 2003; AUTHORIZING THE ISSUANCE
AND FIXING THE TERMS AND CONDITIONS THEREOF AND THE
SECURITY THEREFOR
BE IT RESOLVED by the City Council (the "Council") of the City of Kalispell,
Montana (the "City"), as follows:
Section 1. Authorization and Recitals.
1.01 Authorization. The City pursuant to authority conferred by Montana Code
Annotated, Title 7, Chapter 7, Parts 44 and 45, as amended (the "Act"), and other laws of the
State of Montana, has established and presently owns and operates a municipal water system (the
"System"). Under the provisions of the Act, the City is authorized to issue and sell its revenue
bonds payable during a term not exceeding forty years from their date of issue, to provide funds
for the reconstruction, improvement, betterment and extension of the System and to refund its
revenue bonds issued for such purpose; provided that the bonds and the interest thereon are to be
payable solely out of the net income and revenues to be derived from rates, fees and charges for
the services, facilities and commodities furnished by the undertaking, and are not to create any
obligation for the payment of which taxes may be levied except to pay for services provided by
the System to the City.
1.02 Outstanding Debt; Definitions. In accordance with the authorization described in
Section 1.01, the City has issued and there are outstanding its Water System Revenue Bonds,
Series 1996 (the "Series 1996 Bonds"), outstanding in the principal amount of $735,000, and its
Water System Revenue Bond (DNRC Drinking Water Revolving Loan Program), Series 2001
(the "Series 2001 Bond"), outstanding in the principal amount of $735,000, issued to finance or
refinance the costs of certain improvements to the System, pursuant to Resolution No. 4273,
adopted by this Council on June 17, 1996, as amended and supplemented by Resolution No.
4603, adopted by this Council on March 5, 2001 (as so amended and supplemented, the
"Resolution"). Apart from the Series 1996 Bonds and Series 2001 Bond, there are no other
bonds or indebtedness of the City outstanding that are payable in whole or in part from or
secured by revenues of the System.
Terms which are defined in the Resolution shall have the same meanings when used
herein, unless such terms are also defined in this Supplemental Resolution.
1.03 The Project. The City has determined the necessity of upgrading the System. The
Project consists of the acquisition, construction and installation of various improvements to the
System, including changing out residential water meters, installation of hydrants and extension
of a water main and related improvements (the "Project"). The estimated costs of the Project,
including engineering costs, are presently estimated to be $907,500, and consist of the following
items:
Water Meters $385,000
Hydrants 100,000
Water Main 340,000
Reserve Account 82,500
Total: $907,500
Costs of the Project in excess of $907,500 are expected to be paid from funds that the City has on
hand.
1.04 Additional Bonds. In Section 6.01 of the Resolution, the City reserved the right
to issue Additional Bonds upon certain terms and conditions, including obtaining a certificate or
report from an Independent Consultant stating that the Net Revenues in the Fiscal Year
immediately preceding the issuance of such Additional Bonds were at least 125% of the
maximum Principal and Interest Requirements for any complete Fiscal Year during the term of
the then Outstanding Bonds with respect to the Outstanding Bonds and the Series 2003 Bond (as
hereinafter defined).
It is hereby determined, declared and found that the City is authorized, based on the
covenants made in this Supplemental Resolution and the clarification set forth herein under
Section 6, to issue $907,500 in aggregate principal amount of Bonds to finance costs of the
Project under Section 6.01 of the Resolution (the "Series 2003 Bond"). The City shall obtain a
certificate of an Independent Consultant in accordance with the previous paragraph of this
Section and Section 6.01 of the Resolution. The Series 2003 Bond is an Additional Bond under
the Resolution, and shall be and is hereby declared to be secured by a lien on the Net Revenues
on a parity with the Series 1996 Bonds, the Series 2001 Bond and any Additional Bonds
hereafter issued.
1.05 Net Revenues Available. The City is authorized to charge just and equitable
rates, charges and rentals for all services directly or indirectly furnished by the System, and to
pledge and appropriate to the Series 1996 Bonds, the Series 2001 Bond and the Series 2003
Bond the Net Revenues to be derived from the operation of the System, including improvements,
betterments or extensions thereof hereafter constructed or acquired. The Net Revenues to be
produced by such rates, charges and rentals, as most recently increased, during the term of the
Series 2003 Bond and the useful life of the improvements financed thereby, are estimated to be
more than sufficient to pay the principal and interest when due on the Series 1996 Bonds, the
Series 2001 Bond and the Series 2003 Bond, and to create and maintain reasonable reserves
therefor and to provide an allowance for replacement and depreciation, as prescribed by the
Resolution.
1.06 Sale and Authorization of Series 2003 Bond. Pursuant to the authority recited in
Section 1.01 and for the purpose of financing the cost of the Project, this Council hereby
authorizes the issuance of the Series 2003 Bond. The City has received an offer from the Board
of Investments of the State of Montana (the `Board of Investments") through its INTERCAP
Program to purchase the Series 2003 Bond at a price of $907,500, plus interest accrued on the
Series 2003 Bond to the date of delivery, if any, upon the terms and conditions set forth herein.
The terms and conditions of the offer are reasonable and advantageous to the City and are hereby
2
accepted. The City is authorized and shall proceed to issue and deliver the Series 2003 Bond in
the form and upon the terms and conditions provided in this Resolution.
1.07 Recitals. All acts, conditions and things required by the Constitution and laws of
the State of Montana to be done, to exist, to happen and to be performed prior to the issuance of
the Series 2003 Bond have been done, do exist, have happened, and have been performed in due
time, form and manner, wherefore it is now necessary for this Council to establish the form and
terms of the Series 2003 Bond and to provide for the security thereof and to issue the Series 2003
Bond.
Section 2. Terms, Form and Execution of and Security for the Series 2003 Bond.
2.01 General Terms. The City shall forthwith issue the Series 2003 Bond in the
principal amount of $907,500. The Series 2003 Bond shall be dated as of the date of its delivery.
Upon each disbursement of the Series 2003 Bond proceeds, the Board of Investments shall enter
the amount advanced on Schedule A attached thereto under "Advances" and the total amount
advanced under this Resolution, including such disbursement, under "Total Amount Advanced."
The Series 2003 Bond shall be lettered and numbered R-1 and shall mature, subject to
redemption as herein provided, on February 15, 2013 (the final stated maturity of the Series 2003
Bond), and shall bear interest on the principal amount thereof advanced at the rate per annum
equal to the Variable Rate (as hereinafter defined), as such may be adjusted from time to time as
hereinafter provided. Interest shall be computed on the basis of the actual number of days in the
years and the actual number of days amounts advanced under the Series 2003 Bond are
outstanding. Interest only shall be payable on February 15, 2003, and thereafter installments of
principal and interest shall be payable on each February 15 and August 15, commencing
August 15, 2003, through the final sated maturity of the Series 2003 Bond, subject to prior
redemption as herein provided. All outstanding principal, together with accrued and unpaid
interest on the Series 2003 Bond, shall be payable on the final sated maturity of the Series 2003
Bond. Payments of principal of and interest on the Series 2003 Bond shall be made to the
registered holder of the Series 2003 Bond, at its address as it appears on the Register on the date
such principal and interest are payable, in lawful money of the United States of America.
Outstanding principal of the Series 2003 Bond shall bear interest from the date of
advancement thereof under the Series 2003 Bond until paid at the Variable Rate, as such may be
adjusted from time to time as hereinafter provided. Until the initial Adjustment Date for the
Bond (February 16, 2003), the Variable Rate shall be three and fifteen hundredths percent
(3.15%) per annum. Thereafter, for each Adjustment Period during the term of the Series 2003
Bond, the Variable Rate shall be the rate per annum equal to the then prevailing rate of interest
determined by the Board of Investments under the INTERCAP Program (the `Board of
Investments Rate"). If for any reason the interest rate cannot be established as so provided or is
held invalid or unenforceable by a court of law, the interest rate for the Series 2003 Bond for the -
Adjustment Period shall be a rate equal to the largest integral multiple of five hundredths of one
percent (0.05%) that is equal to or less than eighty percent (80%) of the average yield, evaluated
at par, of United States Treasury obligations with a stated or remaining maturity of one year, as
reported in The Wall Street Journal (Des Moines Edition) (or, if such paper is no longer
published or fails to report such information, in any other financial periodical selected by the
City acceptable to the Board of Investments) on the Adjustment Date or, if the Adjustment Date
is not a Business Day (as hereinafter defined), the immediately preceding Business Day, but in
no event to exceed fifteen percent (15.00%) per annum. As used herein, "Adjustment Date"
means February 16 during the term of the Series 2003 Bond and "Adjustment Period" means the
period beginning on an Adjustment Date and ending on the day before the next succeeding
Adjustment Date or the final sated maturity of the Series 2003 Bond, whichever is earlier;
provided that if the Series 2003 Bond is not paid at its final stated maturity, the final Adjustment
Period with respect to the Series 2003 Bond shall extend until it is paid or provision has been
duly made for its payment. "Business Day" means any day other than (i) a Saturday or Sunday,
or (ii) a legal holiday in the State of Montana.
If a stated maturity for the payment of any interest on or principal of the Series 2003
Bond or if any redemption date shall be a day which is not a Business Day, then such payment
maybe made on the next succeeding Business Day, with the same force and effect as if made on
such stated maturity or redemption date.
2.02 Registration. The Series 2003 Bond shall be fully registered as to both principal
and interest and shall be initially registered in the name of and payable to the Board of
Investments. While so registered, principal of and interest on the Bond shall be payable at the
office of U.S. Bank, N.A., as Trustee for the INTERCAP Program, in Seattle, Washington, or
such other place as may be designated by the Board of Investments in writing and delivered to
the Finance Director. The Finance Director and his or her successors in office shall act as
Registrar for the Series 2003 Bond and as such shall establish and maintain a Bond Register for
the purpose of recording the names and addresses of the registered holder or assigns of the Series
2003 Bond, and the date of registration. The City reserves the right to appoint a successor
Registrar which may be a financial institution. The City shall pay all fees and charges of such
Registrar for such services.
2.03 Redemption. The Series 2003 Bond is subject to redemption at the option of the
City on any Business Day, in whole or in part at a Redemption Price equal to the principal
amount of the Series 2003 Bond or portions thereof to be redeemed with interest accrued to the
date of redemption and without premium. Notice of the call for redemption shall be mailed by
the City to the registered Holders of the Series 2003 Bond by first-class mail to the addresses of
such Holders shown on the registration books maintained by the Bond Registrar not less than 30
days before the date of redemption. It shall not be necessary for the Holder to surrender this the
Series 2003 Bond for payment upon the partial redemption hereof. The Holder agrees to note the
date and principal amount of any partial redemption of the Series 2003 Bond thereon, but any
failure to do so shall not affect the validity of any such redemption.
2.04 Form of Series 2003 Bond. The Series 2003 Bond shall be prepared in
substantially the form attached as Exhibit A to this Resolution (which is hereby incorporated
herein and made a part hereof) with such appropriate variations, omissions and insertions as are ,-
permitted or required by this Resolution.
2.05 Assignment. ent. The Series 2003 Bond shall be transferable by the registered owner
or attorney duly authorized in writing upon presentation thereof to the Finance Director together
with a written instrument of transfer satisfactory to the Finance Director duly executed by the
registered owner or its attorney. Such transfer shall be noted on the Series 2003 Bond. Upon
request of the registered owner or transferee, the City shall execute and deliver another Series
2003 Bond of a principal amount equal to the outstanding principal amount of the Series 2003
Bond and maturing at the same time as the Series 2003 Bond so transferred, and the Series 2003
Bond so surrendered for transfer shall be promptly canceled by the Finance Director. No service
charge shall be made for such transfer, but the City may require payment of a sum sufficient to
cover any tax, fee or governmental charge or other expense incurred by the City with respect to
such transfer. Until and unless otherwise provided by resolution of this Council, the following
shall be a sufficient written instrument of transfer within the meaning of this Section 2.05:
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto:
the Water System Revenue Bond, Series 2003, No. R- , of the City of Kalispell, Montana,
and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Registered Owner
2.06 Preparation. Execution and Delivery of Series 2003 Bond. The Series 2003 Bond
shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City
by the signature of the Mayor, City Manager and the City Finance Director and sealed with the
official corporate seal of the City. When the Bond has been executed, the City Clerk shall cause
it to be dated as of the date of delivery and delivered to the Board of Investments, as purchaser
thereof, upon payment of the purchase price heretofore agreed upon, and the Board of
Investments shall not be obligated to see to the application of the purchase price.
2.07 Rates and Charges. It is expressly understood that the Series 2003 Bond will be
payable from and secured by the Net Revenues of the System. The City hereby covenants and
agrees with the Holder of the Series 2003 Bond that the City has established rates, charges and
rentals for all services directly or indirectly furnished by the System, effective as of
August 1, 2002, such that such rates, charges and rentals are reasonable and expected to be
sufficient to produce Net Revenues of the System in each Fiscal Year, not less than 125% of the
maximum annual principal and interest payable from the Debt Service Account on the Series
1996 Bonds, the Series 2001 Bond and the Series 2003 Bond.
Section 3. City Covenants. The City covenants and agrees with the holders from'
time to time of each of the Series 2003 Bond that until the Series 2003 Bond and interest thereon
are fully paid:
3.01 Compliance with Covenants. The City will hold the Water System Fund of the
City, as trust funds, separate and apart from all of its other funds, and the City, its officers and
agents, will comply with all covenants and agreements contained in this resolution.
3.02 Construction of Project. The City will do all acts and things necessary to enforce
the provisions of the construction contracts entered into or to be entered into for the Project and
to ensure the completion of the Project in accordance with the plans and specifications therefor
and within the time therein provided, and will pay all costs thereof promptly as incurred and
allowed, out of the Construction Account and within the amount of the bond proceeds
appropriated thereto.
3.03 Absence of Litigation. There is now no litigation pending or, to the best
knowledge of the City, threatened, questioning the validity or regularity of the Project, any
contract for construction of the Project, or the right and powers of the City to issue the Series
2003 Bond, or in any manner questioning the existence of any condition precedent to the
exercise of the City's powers in these matters. If any such litigation should be initiated or
threatened, the City will forthwith notify in writing the Board of Investments, and will furnish
the Board of Investments a copy of all documents, including pleadings, in connection with such
litigation.
3.04 Additional Obligations. While the Series 2003 Bond is outstanding, no additional
obligations shall be hereafter issued without the prior written consent of the holders of the Series
2003 Bond unless such obligations are secured by a lien on the Net Revenues which is expressly
made junior and subordinate to the lien upon the Surplus Net Revenues securing the Series 2003
Bond.
Section 4. Security for the Series 2003 Bond. The Series 2003 Bond is issued as an
Additional Bond under Section 6.01 of the Resolution and shall, with the Series 1996 Bonds,
Series 2001 Bond, and any other Additional Bonds issued under the provisions of Section 6.01 of
the Resolution, be equally and ratably secured by the provisions of the Resolution and payable
out of the Net Revenues appropriated to the Debt Service Account of the Water System Fund,
without preference or priority, all as provided in the Resolution, and secured by the Reserve
Account, as further provided in Section 7.05 of the Resolution. Upon advancement of principal
of the Series 2003 Bond, the Finance Director shall transfer from available funds of the System
or proceeds of the Series 2003 Bond such amount or amounts to the Reserve Account to cause
the balance therein to equal the Reserve Requirement, treating such principal amount as
Outstanding. Upon the first advance of proceeds of the Series 2003 Bond, the deposit to the
Reserve Account shall be sufficient to cause the balance in the Reserve Account to equal the
Reserve Requirement in respect of the Series 1996 Bonds, the Series 2001 Bond, and the
principal of the Series 2003 Bond so advanced. The City shall keep, perform and observe each
and every one of its covenants and undertakings set forth in the Resolution for the benefit of the
registered owners from time to time of t)le Series 2003 Bond.
Section 5. Tax Matters.
5.01 Use of Proiect and System. The Project is and will be owned and operated by the
City and used by the City to provide water services to members of the general public as part of
6
the System. No user of the System is granted any concession, license or special arrangement
with respect to the System or any part thereof The City shall not enter into any lease, use or
other agreement with any non -governmental person relating to the use of the Project or the
System or security for the payment of the Series 2003 Bond which might cause the Series 2003
Bond to be considered a "private activity bond" or a "private loan bond" within the meaning of
Section 141 of the Code.
5.02 General Covenant. The City covenants and agrees with the owners from time to
time of the Series 2003 Bond that it will not take or permit to be taken by any of its officers,
employees or agents any action which would cause the interest on the Series 2003 Bond to
become includable in gross income for federal income tax purposes under the Code and
applicable Treasury Regulations (the "Regulations"), and covenants to take any and all actions
within its powers to ensure that the interest on the Series 2003 Bond will not become includable
in gross income for federal income tax purposes under the Code and the Regulations.
5.03 Arbitrage Certification. The Mayor, the City Manager and the City Finance
Director, being the officers of the City charged with the responsibility for issuing the Series 2003
Bond pursuant to this resolution, are authorized and directed to execute and deliver to the Board
of Investments a certificate in accordance with the provisions of Section 148 of the Code, and the
Treasury Regulations, Sections 1.148-2(b), stating that on the basis of facts, estimates and
circumstances in existence on the date of issue and delivery of the Series 2003 Bond, it is
reasonably expected that the proceeds of the Series 2003 Bond will be used in a manner that
would not cause the Series 2003 Bond to be an "arbitrage bond" within the meaning of Section
148 of the Code and the Regulations.
5.04 Arbitrage Rebate Exemption. The City hereby represents that it qualifies for the
exception for small governmental units to the arbitrage rebate provisions contained in Section
148(f) of the Code for the Series 2003 Bond. Specifically, the City represents:
(a) The Project is to be used solely by members of the general public and no
special concession or contract is or will be granted to any user of the Project.
(b) Substantially all (not less than 95%) of the proceeds of the Series 2003
Bond will be used for local governmental activities of the City.
(c) The aggregate face amount of all "tax-exempt bonds" (including warrants,
contracts, leases and other indebtedness, but excluding private activity bonds) issued by
the City and all subordinate entities thereof during 2003 is not reasonably expected to
exceed $5,000,000. To date in 2002, the City has not issued any such tax-exempt bonds,
except its $3,675,000 General Obligation Bonds, Series 2002 and its $2,355,000
Sewerage System Revenue Refunding Bonds, Series 2002, which refunding bonds
qualified as a current refunding and were issued a face amount not in excess of the
principal amount of the bonds which they refunded. 3, the City will have issued no
tax-exempt bonds prior to the Series 2003 Bond.
(d) If notwithstanding the other provisions of this Section 5.04, the arbitrage
rebate provisions of Section 148(f) of the Code apply to the Bond, the City hereby
7
covenants and agrees to make the determinations, retain records and rebate to the United
States the amounts at the times and in the manner required by said Section 148(f).
5.05 Information Reporting. The City shall file with the Secretary of the Treasury, not
later than May 15, 2003, a statement concerning the Series Bond containing the information
required by Section 149(e) of the Code.
5.06 Qualified Tax -Exempt Obligation. Pursuant to Section 265(b)(3)(B)(ii) of the
Code, the City hereby designates the Series 2003 Bond as a "qualified tax-exempt obligation" for
purposes of Section 265(b)(3) of the Code. The City has not designated any obligations in 2003
other than the Series 2003 Bond under Section 265(b)(3). The City hereby represents that it does
not anticipate that obligations bearing interest not includable in gross income for purposes of
federal income taxation under Section 103 of the Code (including refunding obligations as
provided in Section 265(b)(3) of the Code and including "qualified 501(c)(3) bonds" but
excluding other "private activity bonds," as defined in Sections 141(a) and 145(a) of the Code)
will be issued by or on behalf of the City and all "subordinate entities" of the City in 2003 in an
amount greater than $10,000,000.
Section 6. Clarification to Certain Provisions of the Resolution. To apply and
construe certain provisions of the Resolution in view of the variable rate of interest on the Series
2003 Bond, such as Section 6.01 of the Resolution, Sections 8.09 of Resolution No. 4273 and
2.07 of this Supplemental Resolution, provisions pertaining to the Reserve Requirement, and any
other provisions of the Resolution that establish tests based on principal of and interest on the
Bonds, such sections and provisions are hereby amended as set forth in this Section. With
respect to the Series 2003 Bond and any other water system revenue bonds purchased or
proposed to be purchased under the Board of Investments' INTERCAP Program, and that bear or
will bear interest at a variable or floating rate (collectively, the "Water System Bonds"), interest
on such Water System Bonds shall be calculated by assuming that the interest rate then home by
such Water System Bonds is the average annual rate of interest on loans made by the Board of
Investments pursuant to the INTERCAP Program calculated by reference to the then current
annual rate of interest on the Water System Bonds and the annual rates of interest on such bonds
in each of the immediately preceding four years (with each of such previous years being the 12-
month period ending on February 15).
The Board of Investments and any other holders of the Series 2003 Bond are hereby
deemed by their purchase of the Series 2003 Bond or any portion thereof to consent to the
foregoing amendment. The holder of the Series 2001 Bond has consented to such amendment
pursuant to the provisions of Section 9 of the Resolution.
Section 7. Amendments to Resolution. As long the Series 2003 Bond is outstanding,
the terms, conditions and covenants of this Resolution maybe amended only with the written
consent of the City and the Board of Investments.
Section 8. Authentication of Transcript. The officers of the City are hereby
authorized and directed to furnish to the Board of Investments and to the attorneys approving the
legality of the Series 2003 Bond certified copies of all proceedings relating to the issuance of the
Series 2003 Bond and such other certificates and affidavits as may be required to show the right,
power and authority of the City to issue the Series 2003 Bond, and all statements contained in
and shown by such instruments, including any heretofore furnished, shall constitute
representations of the City as to the statements contained therein.
Section 9. Repeals and Effective Date.
9.01 Repeal. All provisions of other resolutions and other actions and proceedings of
the City and this Council that are in any way inconsistent with the terms and provisions of this
resolution are repealed, amended and rescinded to the full extent necessary to give full force and
effect to the provisions of this resolution.
9.02 Effective Date. This Supplemental Resolution shall be in full force and effect
from and after its passage.
Passed by the City Council of the City of Kalispell, Montana, on this 2nd day of
December, 2002.
Attest:
v
Ci y Clerk
SEAL
W
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF FLATHEAD
CITY OF KALISPELL
WATER SYSTEM REVENUE BOND
SERIES 2003
Interest at the rate per annum specified below payable February 15 and August 15
through the final stated maturity or upon redemption thereof
No. R-1
$907,500
FOR VALUE RECEIVED, THE CITY OF KALISPELL (the "City"), a municipal
corporation and political subdivision of the State of Montana, acknowledges itself to be indebted
and hereby promises to pay to the BOARD OF INVESTMENTS OF THE STATE OF
MONTANA (the `Board of Investments") or registered assigns (the "Holders"), but solely from
the Water System Fund (the "Fund") hereinafter specified, the principal amount of NINE
HUNDRED SEVEN THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($907,500.00),
or so much thereof as is advanced, and to pay interest thereon, solely from the Fund, on the
principal amounts advanced hereunder from the respective dates of such advances, at an interest
rate per annum equal to the Variable Rate (as hereinafter defined), all subject to the provisions of
this Bond permitting the redemption hereof prior to maturity. Interest only on outstanding
principal of this Bond shall be payable on February 15, 2003, and thereafter outstanding
principal of this Bond and interest thereon shall be payable in equal or substantially equal
installments of principal and interest on each February 15 and August 15, commencing
August 15, 2003 through February 15, 2013 (the final stated maturity), to the Holder of this
Bond appearing in the registration books of the City as of the date of such payment. Interest
hereon shall be computed on the basis of the actual number of days in the years and the actual
number of days that this Bond is outstanding at the Variable Rate (as hereinafter defined). The
installments of principal and interest are payable at the office of the U.S. Bank, N.A., Seattle,
Washington, or such other place as the Board of Investments shall designate in writing, except
that in the event that the Board of Investments has assigned this Bond, the installments of
principal and interest are payable to the Holder at his address as it appears on the Bond Register
of the City. Principal and interest are payable in any coin or currency of the United States of
America which on the respective dates of payment is legal tender for public and private debts.
This Bond comprises an issue of "Water System Revenue Bond, Series 2003" of the City,
and is issued in the maximum authorized principal amount of $907,500. This Bond is issued
pursuant to and in full conformity with the Constitution and laws of the State of Montana
thereunto enabling, including Montana Code Annotated, Title 7, Chapter 7, Parts 44 and 45, as
A-1
amended, and Resolution No. 4273, adopted by the City Council of the City on June 17, 1996, as
amended and supplemented by Resolution Nos. 4603 and 4758, adopted by the City Council on
March 5, 2001 and December 2, 2002, respectively (as so amended and supplemented, the
"Resolution"). This Bond (the "Series 2003 Bond") is issued for the purpose of financing the
construction, improvement, extension and rehabilitation of certain elements of the municipal
water system of the City (the "System"), including changing out residential water meters,
installation of hydrants and extension of the water main and related improvements, all pursuant
to and in full conformity with the Constitution and laws of the State of Montana and resolutions
of the City thereunto enabling, including the Act and the Resolution, to which Resolution
reference is made for the terms and conditions, other than those herein stated, upon which this
Bond is issued and secured. The Series 2003 Bond, including the interest thereon, is payable
solely from the revenues pledged to the payment thereof and does not constitute a debt of the
City within the meaning of any constitutional or statutory limitation or provision. Apart from the
Series 2003 Bond, there are currently outstanding under the Resolution the City's Water System
Revenue Bond, Series 1996 (the "Series 1996 Bonds") and its Water System Revenue Bond
(DNRC Drinking Water Revolving Loan Program), Series 2001 (the "Series 2001 Bond"). The
Series 1996 Bonds, the Series 2001 Bond and the Series 2003 Bond are payable solely, and
equally and ratably, from the net revenues of the System and on a parity with any Additional
Bonds that may hereafter be issued on a parity therewith under the Resolution (the "Bonds").
Outstanding principal of this Bond shall bear interest from the date it is advanced
hereunder until paid at the Variable Rate (as hereinafter defined), as such may be adjusted from
time to time as hereinafter provided. Until the initial Adjustment Date (as hereinafter defined),
the Variable Rate shall be three and fifteen hundredths percent (3.15%) per annum. Thereafter,
for each Adjustment Period (as hereinafter defined), the Variable Rate shall be the rate per
annum equal to the Board of Investments Rate (as defined in the Resolution). If for any reason
the interest rate cannot be established as so provided or is held invalid or unenforceable by a
court of law, the interest rate for this Bond for the Adjustment Period shall be a rate equal to the
largest integral multiple of five hundredths of one percent (0.05%) that is equal to or less than
eighty percent (80%) of the average yield, evaluated at par, of United States Treasury obligations
with a stated or remaining maturity of one year, as reported in The Wall Street Journal (Des
Moines Edition) (or, if such paper is no longer published or fails to report such information, in
any other financial periodical selected by the City and acceptable to the Holder) on the
Adjustment Date or, if the Adjustment Date is not a Business Day (as hereinafter defined), the
immediately preceding Business Day, but in no event to exceed fifteen percent (15.00%) per
annum. As used herein, "Adjustment Date" means February 16, during the term of the Series
2003 Bond, and "Adjustment Period" means the period beginning on the Adjustment Date and
ending on the day before the next succeeding Adjustment Date or the final stated maturity of this
Bond, whichever is earlier; provided that if this Bond is not paid at its final stated maturity, the
final Adjustment Period shall extend until all principal installments hereof are paid or provision
has been duly made for their payment. As used herein, "Business Day" means any day other
than (i) a Saturday or Sunday, or (ii) a legal holiday in the State of Montana.
Upon each disbursement of the Series 2003 Bond proceeds, the Board of Investments
shall enter the amount advanced on Schedule A attached thereto under "Advances" and the total
amount advanced under the Resolution, including such disbursement, under "Total Amount
Advanced."
A-2
This Series 2003 Bond is not a general obligation of the City and the City's general credit
and taxing powers are not pledged to the payment of this Series 2003 Bond or interest thereon.
This Series 2003 Bond does not constitute an indebtedness of the City within the meaning of any
constitutional or statutory provisions.
This Bond is subject to redemption at the option of the City on any Business Day, in
whole or in part at a Redemption Price equal to the principal amount of this Bond or portions
thereof to be redeemed with interest accrued to the date of redemption and without premium.
Notice of the call for redemption shall be mailed by the City to the registered Holders of this
Bond by first-class mail to the addresses of such Holders shown on the registration books
maintained by the Bond Registrar not less than 30 days before the date of redemption. It shall
not be necessary for the Holder to surrender this Bond for payment upon the partial redemption
hereof. The Holder agrees to note the date and principal amount of any partial redemption
hereof hereon, but any failure to do so shall not affect the validity of any such redemption.
The City has designated this Bond as a "qualified tax-exempt obligation" within the
meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.
This Bond shall be registered in the name of the holder on the Bond register of the City
kept by the Finance Director as Bond Registrar. This Bond is transferable by the registered
holder or its attorney duly authorized in writing, upon presentation hereof with a written
instrument of transfer satisfactory to the City and duly executed by the registered holder or its
attorney. Such transfer shall be noted on the Bond register and on the reverse hereof. The City
will, upon request, issue to the registered holder or transferee, upon surrender of this Bond, one
or more other Bonds of the same series, of an aggregate principal amount equal to the principal
amount hereof then remaining unpaid and maturing at the same time or times as the then unpaid
principal installments hereof, subject to reimbursement for any tax, fee or governmental charge
or other expense incurred by the City with respect to such exchange. The City may treat the
person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is
overdue or not, for the purpose of receiving payment of principal and interest and all other
purposes, and shall not be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that the City
will fix, establish and collect reasonable rates, fees, tolls, rents and charges for the services and
facilities afforded by the System, subject to applicable law, and has created a special Water
System Fund into which the gross revenues of the System, including all additions thereto and
replacements and improvements thereof subsequently constructed or acquired, will be paid, and a
separate and special Debt Service Account in the Fund, into which Debt Service Account there
shall be credited out of the Net Revenues of the System then on hand (the gross revenues
remaining after payment of operating expenses of the System) monthly out of remaining Net
Revenues an amount equal to not less than one -sixth of the interest due within the next six
months on all Bonds then Outstanding and one -twelfth of the principal, if any, to become due
within the next twelve months on all Outstanding Bonds (whether due at a stated maturity, upon
mandatory sinking fund redemption of Term Bonds or otherwise); except for payments to the
Rebate Account, that the Debt Service Account will be used only to pay the principal of,
premium, if any, and interest on Bonds as such principal, premium and interest respectively
become due; that such rates, fees, tolls, rents and charges will from time to time be made and
A-3
kept sufficient, if any, to provide gross income and revenues adequate for prompt payment of the
reasonable and current expenses of operation and maintenance of the System and to produce in
each fiscal year Net Revenues, in excess of such current expenses, equal to 125% of the
Maximum Principal and Interest Requirements on the Series 1996 Bonds, the Series 2001 Bond,
this Series 2003 Bond and on any Additional Bonds hereafter issued made payable from said Net
Revenues in all Fiscal Years during which any of the Bonds will be Outstanding, and to establish
and maintain the Reserve Requirement, to pay promptly current Operating Expenses, to pay any
Subordinate Obligations, and to provide reserves for the repair and replacement of the System, as
further provided in the Resolution; that, except as additional or refunding parity bonds are
expressly authorized in the Resolution, no other obligation will be incurred and made payable
from the Net Revenues of the System, unless the lien thereof shall be expressly made subordinate
to the lien of the Series 1996 Bonds, the Series 2001 Bond, and this Series 2003 Bond on such
Net Revenues; that all provisions for the security of the holder of this Bond set forth in the
Resolution will be punctually and faithfully performed as therein stipulated; that all acts,
conditions and things required by the Constitution and laws of the State of Montana and the
resolutions of the City to be done, to exist, to happen and to be performed in order to make this
Series 2003 Bond a valid and binding special, limited obligation of the City according to its
terms have been done, do exist, have happened and have been performed as so required; and that
the issuance of this Series 2003 Bond does not cause the indebtedness, whether general or
special, of the City to exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City of Kalispell, Montana, by its City Council, has
caused this Bond to be executed on its behalf by the signatures of the Mayor, City Manager and
Finance Director, sealed with the official corporate seal of the City, and has caused this Bond to
be dated as of 12003.
(SEAL)
CITY OF KALISPELL, MONTANA
By
Mayor
By
City Manager
By
Finance Director
E,
PROVISIONS FOR REGISTRATION OF TRANSFER
The ownership of this Bond and of the interest payable hereon may be transferred to a
bona fide purchaser only by delivery with an assignment duly executed by the registered owner
or his attorney or legal representative, and the City may treat the registered owner as the person
exclusively entitled to receive payments of principal of and interest on this Bond and to exercise
all the rights and powers of an owner until this Bond is presented to the Finance Director of the
City of Kalispell, as Bond Registrar, accompanied by said assignment and by assurance of the
nature provided by law that the same is genuine and effective, and until such transfer is
registered on the books of the City and noted hereon by the Finance Director.
REGISTER
The ownership of the unpaid Principal Balance of this Bond and the interest accruing
thereon is registered on the books of the City of Kalispell, Montana in the name of the registered
holder appearing on the first page hereof or as last noted below:
Date of Name and Address of
Registration Registered Holder
Board of Investments
2401 Colonial Dr.
P.O. Box 200126
Helena, MT 59620-0126
Finance Director/Treasurer
NO WRITING HEREON EXCEPT BY FINANCE DIRECTOR
AS BOND REGISTRAR
The Finance Director has transferred on the books of the City of Kalispell, Flathead
County, Montana, on the date last noted below, to the registered assign noted opposite said date,
ownership of the principal amount of and interest on this Bond, except the amounts of principal
and interest theretofore paid:
Date of Transfer
Signature of
Registered Assign Bond Registrar
A-5
SCHEDULE A
SCHEDULE OF AMOUNTS ADVANCED
Total Amount
Date Advances Advanced Notation Made By
M