Loading...
Resolution 5111 - Special Improvement District 344 - Old School StationRESOLUTION No. 5111 RESOLUTION RELATING To SPECIAL IMPROVEMENT DISTRICT No. 344 BONDS, SERIES ; AUTHORIZING THE ISSUANCE AND CALLING FOR THE PUBLIC SALE THEREOF AND AUTHORIZING THE PLEDGE of THE REVOLVING FUND TO THE SECURITY THEREOF BE IT RESOLVED by the City Council (the `City Council") of the City of Kalispell, Montana the "'City"'), as follows: Section 1. Recitals. (a) This City Coumil has duly and validly created and established in the City wader Montana Code Annotated, Title 7, Cbapter 1 , Parts 41. and 421, as amended the ``SI Act"), a special improvement district, designated as Special Improvement District No. 3 ("District t 3 '' , for the purpose of financing costs of certain public improvements of special benefit to the properties within District 3 (the "'Improvements"') and paying costs incidental thereto., including: i costs associated with the sale and the security of special improvement district bonds of the City drawly on . strict 3 ;(11)creation and administration of District 3 ; 111 funding of a deposit to the City's Special Improvement District Revolving Fund the "Revolving vi Fund"); and(iv) funding of a deposit to the Distract Reser-ve Account securing the Bonds in the District Fund as defiled ere . the "Reserve Account""). The total estimated costs of the Improvements, includIng the costs enumerated in ii - iv above, to be financed by District 344 are $4,520,000. The costs of the Improvements are to be paid from the proceeds of Special Improvement ent District No. 344 Bonds, Series Zoo (the "Bonds"), which are to be payable primarily from special assessments to be levied against property in District 344, which property will be specially benefited by the Improvements in an amount not less than$4,520,000. p � (b) The City has also validly created and established, pursuant to Montana Code Annotated, Title , Chapter 1. , Part 2, as amended (the "T Act"' , its old School Station Technology Tax Increment District (the "TechnologyDistrict"),, and 11 old School Station Industrial Tax Increment District (the "Industrial District''). The Technology District and the Industrial District t are both located within the boundaries of District t 344. Pursuant to Section - 1.5- 2 o of the TIF Act, the City may pledge tax increment derived from an industrial district (such as the Industrial District) or a technology district (such as the Technology District) to the payment of special assessment bonds (such as the Bonds) issued to pay industrial district and technology district costs described in Sections -1 - 2 and 7-1.5- 289 of the TIF .Act. Pursuant to Section ' -15- 288 of the TIF Act, eligible costs to be paid by the City with tax increments include public improvements (such as the Improvements) authorized to be made pursuant to the SITS .Act. Certain tax .ncrem nt revenues derived from the Technology District and the Industrial .district will be available for the payment of and pledged to the cost of the Improvements or paying on the (c) The City is authorized by Section. - .2- 20 1 of the SITS Act to sell the Bonds t a price less than the principal amount thereof, but *n l din ;interest thereon to the date of delivery, if this City Council determines that such sale is in the best interests of District 344 and the City. (d) It is necessary that the Bonds be issued and sold in an original aggregate principal amount estimated :not to exceed $4,520,000 to finance the costs of the Improvements, including incidental costs, described in Subsection a. The costs of the Improvements are currently estimated, as follows: Project Construction .fund Deposit (Project Costs and $,810 Contingency) Revolving Fund Deposit 226000 Reserve Account Deposit 22 ,o o City Administration Fee 40. Casts of Issuance 62,000 Underwriter's Discount 90,400 Total $ 52 OQO Costs in excess of the Bond proceeds will be paid from funds that the City has on hard in the amount o $0.00. Section 2. Allowance for Bond Discount. The minimum price for the Bonds is $4 429, 00 98% of par), plus interest accrued thereon to the date of deliverer. The City reserves the right to adjust the principal amount of the Bonds offered for sale in each maturity by the amounts determined by the City, in consultation with its finaDclal advisor, to reflect the actual premium and/or discount and/or unusedunderwriter's discount in the winning bid, and to create the most efficient debt service structure for the Bonds. Any such charge in maturity amounts tts will he made in multiples of $ ,o o and no serial bond maturity principal amount or mandatory sinking fund redemption principal amount may be changed by more than $2 , 00. Section 3. Firdn and Determination To Fled e the .evolving Fund and Tax Increments; ents; and Covenant to Create District Fund. (a) In a resolution of intention to create District No. 344, adopted on October 3, 2005, this City Council found it to be it the public interest and in the best interest of the City and District 344, to secure payment of principal of and interest or the Bonds by the Revolving Fund and, based on the factors required to be considered under Section -12-4225 4 of the SID Act, authorized the City to enter into the undertakings and agreements authorized in the SID Act in respect of the Bonds. Those findings and determinations were ratified and confirmed in the resolution adapted by this City Council on November 7, 2,006, creating .district 344. The prior actions of this City Council relating to District 344 are hereby ratified and confirmed. It i .hereby covenanted and recited that the City has the power under the SID Act to pledge the .evolving Fund to payment of the principal of and interest or the Bonds. N Pursuant to Section 7-12-4209 of the TIC' .act, the City is authorized to pledge tax increments from the Technology District and the Industrial District to the payment of special assessment bonds (such as the Bonds). The City may pledge certain tax .increment revenues derived from the Technology District and the Industrial District to the payment of the principal f and interest on the Bonds. (c) The City hereby covenants that it will create and establish a fund designated as the `"Special Improvement District No, 344 Fund" (the "Fund") and various accounts required therein for the Bonds. The Finance Director of the City will establish and maintain the District Fund on the books and records of the City separate and apart from all other funds of the City. Section 4. Terms of the Bands. This City Council hereby authorizes the issuance and sale of the Bonds, to be denominated "Special Improvement District No. 344 Bonds, Series 20061'� of the City in the estimated original aggregate principal amount of $4,520,000 for the purpose of financing the Improvements and the incidental costs listed above in Section 1(a). The Bonds shall be dated, as originally issued, May .15 or on such dates as the Finance Director of the City may reasonably determine, and shall bar interest payable semiannually on January 1. and July 1. of each year, commencing January 1, 2007, at a rate or rates designated by the successful bidder at public sale and approved by this City Council. if issued as serial bonds, the Bonds shall mature on July 1. in each of the following years and principal amounts: Year Principal Amount Year Principal Amount Zoo 22 ,coo 201 $225,000 2008 22500 2018 225, oo 2009 225 MOO 2019 225,000 2010 225 �000 2020 225.1OO 201.1 225 A0 2021 225,000 2012 225,000 2022 225,000 2013 225,000 2023 230M00 2014 225,000 2024 23011Poo 2015 2255000 2025 230,000 2016 225,000 2026 230,000 Bidders for the :Bonds will have the option of combining the Bonds maturing on and after 2007 through and including 2013 and on and after 201.4 into one or more terms bonds. If any Bonds are issued as term bonds, such terra bonds will be subject to annual mandatory sinking fund redemption on each. July 1., concluding no later than 2026, unless the :Bonds are earlier redeemed, at a redemption price equal to the principal amount of such Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January 1 and July 1. to the redemption date, in installments and in the same amounts and sane dates as the bonds would have natured if they were not included in a term bond. Serial bonds shall be in the denom .nation of $5,000 each or any integral multiple thereof of sinle maturities. The Bonds shall be issuable only as fully registered bonds and shall be executed by the manual or facsimile signatures of the Mayor and the City Clerk. The Bonds shall be secured by (i) special assessments payable by taxpayers .in District 344, i certain tax increment revenues, if any, pledged , led ed to the Bonds,(Iii) the Reserve account, and (1v)the Revolving Fund. Section 5. Public Sale. The Bonds shall be sold at a public competitive sale which is .hereby called, as determined by the Finance Director of the City, and shall be awarded at a regular meeting of this City Council. The Finance Director is hereby authorized to schedule the public Competitive sale of the Bonds. The City will receive sealed bids for the Bonds, due at 12:00 .I ., 1 I. , , on the Bond sale d ate ae ord an e with sale her i aft r prescribed. The City Clerk is hereby authorized and directed, upon a determination of the Bond sale date by the Finance Director, to cause notice of the sale to be published, as required by Montana Code Annotated, Sections 7-12- 20 , - - 252 and 1. -5- 1 in the Daily .inter .fake, once each week for two successive weeks preceding the week which contains the date of sale of the .fonds. The notice of sale shall be published and mailed in substantially the fora set forth as EXHIBIT to this resolution, with such necessary variations, omissions, and .nsertions as are not materially inconsistent with such form and as the Finance Director, in her discretion, shall determine (which notice of sale Is hereby incorporated herein and made a part hereof), and this City Council hereby adopts the terms and conditions set forth in such notice of sale as the terms and conditions of the sale of the Bonds. Section 6. official Statement. The Finance Director and other officers of the City, in oo eration with D.A. Davidson & Co., of Bozeman eman and Great Falls, Montana, financial is consultants to the City, are hereby authorized and directed to prepare on behalf of the City an official statement to be distributed to potential purchasers of the Bonds. The official Statement will contain the terms and conditions of sale set forth in the notice of sale adopted in. Section. 5 and such other information as shall be advisable and necessary to describe accurately the Oty and the security for, and terms and conditions of, the Bonds. The official Statement shall be deemed final by the City within the meaning of the Rule (as defined below). Section 7. Conclosure. 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 15 2-1.2 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 193 (the "Rule"'), the City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Bonds, in a Continuing Disclosure Undertaking, to provide annual reports of specified information and notice of the occurrence of certain evets if material.. The pity and District Fund and Devolving Fund are the only "obligated persons" in respect of the Bonds within the meaning of the Rule for the purposes of disclosing i forrnation on an ongoing basis. The form of the Continuing Disclosure Undertaking is set forth in the official Statement. Failure of the City to eater into a Continuing Disclosure Undertaking substantially similar to that described in the official Statement would relieve the successful bidder of its obligation to purchase the Bonds. The City has complied in all material respects with any undertaking previously entered into by it under the .bile. PASSED AND APPROVED THE CITY Co NC l SIGNED Y HE MAYOR of THE CITY of KA S �� ��. DAY ��1�, 2 06. a .e a B. Ken ed!(,'May r ATTEST: heresa white, City Clem EXHIBIT .A NOTICE OF BOND SALE $4, 20,000 CITY of KALISPEL , MONTANA SPECIAL IMPROVEMENT DISTRICT No. 344 BONDS, SERIES 2006 NOTICE IS HEREBY GIVEN that the City of Kalispell, Montana (the "City"), , will sell to the highest and best bidder for cash, as evidenced by sealed bids, Special Improvement District No. 1,344 Bonds, Series 2006 (the "Bonds") drawn against the fund of Special Improvement District No. 344 (the "`District fund" in the principal amount estimated not to exceed 4,520,000. Sealed bids for the purchase of the Bonds will be received at the office of the Finance Director i Kalispell, Montana., at City Hall, 312 1." Avenue :fast, Kalispell, Montana 59901., or bids for the purchase of the Bonds will be received by the City by electronic transmission through Parity TM , in either case until .I. .00 Noon, MT, on Monday, the Ist day of .may, Zoo , The bids will be opened or accessed) and tabulated and the City Council of the City will meet at or after :00 ..M., M.T., on the same day in the City Council Chambers to consider the bids and the award of sale of the Bonds and, if a responsive and acceptable bid is received, award the Bonds to the responsive bidder whose bid reflects the lowest true interest cost IC to the City, I .Ids may be submitted by facsimile to the Finance Director at 406) 758-7755 until 2:00 P.M-) M.'., on May 1, 2006. Purpose and Sc The Bonds will be issued for the purpose of financing the cost of construction of certain local improvements (the '-'-Improvements"') within or for the benefit of Special Improvement District No. 344 (the "District 344"), in accordance with the provisions of Montana Code Annotated, Title 7, Chapter 1.2, Parts 41. and 42, as amended (the "SID Act"'). The Bonds s will be special, limited obligations of the City and do not constitute general obligations of the City. The Bonds are payable primarily from the collection of a special tax or assessment which is a lien against the assessable real property within District 344 benefited by the Improvements to be undeTtaken therein or therefor. The special assessments are payable in equal, semiannual installments of principal over a term a term not exceeding twenty 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 stem of i the average rate of interest borne by the then outstanding o. ds, plus (ii)one-hall` of one percent o. 0 per ann m. The Bonds are also secured by a pledge of certain tax increments derived from i old School Station Technology Tax Increment District (the "Technology District"'), and ii old School Station Industrial Tax Increment District (the "Industrial is rict"). The Technology District and the Industrial District are both located within the boundaries of District 344. Pursuant to Montana Code Annotated, Section -1 -4 90, the City may pledge tax increment derived from an industfial district (such as the Industrial District) or a technology district (such as the Technology District) for the payment of special A- assessments bonds (such as the Fonds) .issued to pay for Improvement costs that are also authorized to b made pursuant to the SID Act. Certain tax increment revers .es derived from the Technology DiStfict and the Industrial District will be available for and may be pledged by the City to the payment of the cost of the Improvements or paying on the Bonds. The City will establish in the District Fund and fund a District Reserve Account the "Reserve Account" to secure the Bonds. The Reserve Account will be Fund from Bond proceeds with a deposit equal to five percent .00% of the principal amount of the Bonds, from which money is to be applied to ray 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 Deserve Account if the funds therein are withdrawn. The Bonds are :fart er secured by the Special Improvement District Revolving Fund ofthe City (the "Revolving Fund"). The deposit to Revolving Fund will be funded from Bond proceeds with a deposit equal to five percent .00 of the principal amount of the Bonds being deposited therein.. The City will agree to make a loan from the Revolving Fund to the District Fund to made good any deficiency then existing in the principal and interest accounts therein after depiction of the Reserve Account and to provide funds for the Revolving Fund by levying a tax or making a loan from the City's general fund to the extent and for the period authorized by the SID Act. Date and Time The Bonds will be dated, as originally issued, as of May 1.5, 2006 or such other date as the Finance Director of the City shall determine, and will be issued as negotiable investment securities in registered form as to both principal and interest. Maturities and Form If issued as serial bonds, the .fonds shall mature, subject to redemption. on July I in the following years and amounts: Year Prin ipal Ar o nt Year Principal Amount Zoo $2251000 2017 $25,000 008 225,000 201.8 225,000 2009 2251000 2019 225,000 2010 2251000 Zoo 225,000 2011. 225,000 2021 2253000 2012 225,000 2022 225,000 2013 225,000 20 230,000 2014 225,000 2024 230100 2015 225,000 2025 2307000 016 225,000 2026 230M00 Bidders will have the option of combining the Bonds maturing on and after 2007 through and including 2013 and on and after 2014 into one or .more terms bonds. If any Bonds are issued as ter, bonds, such term bonds will be subject to annual mandatory sinking fund redemption on each July 1, A-2 concluding no .later than 2026, unless the Bonds are earlier redeemed, at a redemption price equal to the principal amount of such Bonds or portions thereof to be redeemed with interest accrued thereon and payable on January I and July f. to the redemption date, in installments and in the same amounts and same dates as the bonds 'would .have matured if they were not included in a terms. bond. Serial bonds shall be in the denomination of $5,000 each or any Integral multiple thereof of single maturities. hook 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 .dorm and one Bond, representing the aggregate principal amount of the .fonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company " T C" , New York, New York, which will act as securities depository of the Bonds. Individual purchases of the .fonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity, through book entries made on the boobs 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 .fonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of T C; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC- Redemption Mandatory Redemption. if on any interest payment date there will be a balance in the .District Fund after payment of the principal and interest d. c on all Bonds drawn against it, either from the prepayment of special assessments levied in District 344 or from the transfer of surplus money from the Construction Account to the principal Account, outstanding Bonds, or portions thereof, in an amount which, together with the interest thereon to the interest payment date, will equal the amount of such funds on deposit in the District Fund on that date are subject to mandatory redemption on that interest payment date. The redemption price shall equal the amount of the principal amount of the bonds to be redeemed plus interest accrued to the date of redemption.. Optional Re er ption. The bonds are subject to reder pt.lo , in ho.Ic or in part, at the option of the City from sources of funds available therefor other than those described under "'Mandatory Redemption"' on the terms of this paragraph. The Bonds with stated maturities on or after July 1, 2014 will be su ect to redemption on July 1, 2013, and any date thereafter, at the option of the City, in whole or in part, at a redemption price equal to the principal amount .t thereof to be redeemed plus .interest accrued to the redemption date, without premium. forever, the Bonds shall not be called for redemption i from amounts on deposit in the .deserve Account or ii before July 1, 201.3, ffom the proceeds of refunding special improvement district bonds or warrants. The redemption price shall equal the principal amount of the :fonds to be redeemed ed pigs interest accrued to the date of redemption, without premium. Election of Bonds for Rec ern t' . If less than all of the Bonds are to be redeemed, fonds 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 $ ,000 principal amounts selected by the Registrar by lot or other manner it deers fair. A-3 Interest Paywent Dates. Rates Interest 1 e payable each. January 1 and July ., corrrr, e ci . ng Jan uary 11 2007, to the registered owners of the Bonds as such appear in the bond register as of the close of business on the 1 th day (whether or not a business day) of the immediately preceding month. All Bonds of the same stated maturity rust bear interest from date of original issue until paid at a single, unifofm rate. Each rate must be expressed in an integral rn. lti le of . or 51100 of 1 %. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. s. Individual interest rues may be no hIgheir than 7.00%, with the difference between the highest and lowest rate being no greater than 4.50%. zn Bond Regtstra rarsfr t and Paying r The City shall select a bond registrar, transfer agent and paying agent (the "Registrar"in ) 4 conrctiorv�t the Bonds. The bond register will e kept, transfers of own.eri will e 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. Deler Within forty-five (45) days after the sale, the City will deliver to the Registrar the printed Fonds 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 e initially re Ister'ed and the denominations of the Bonds to be originally issued. If notification is not received by that date, the .fonds 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 .fonds. On the day of closing, the City will furnish to the purchaser the opinion of Bond Counsel hereinafter described, an arbitrage certification and a certificate stating that no litigation in any manner questioning the validity of the Roads is then pending or, to the knowledge of officers of the City, threatened. Payment for the Bonds must be received by the City in immediately available funds at its designated depository on the -day of closing, the successful bidder shall submit to the City Clerk not earlier than forty-eight ours after the award of sale and not later than the day of closing a certificate, in form satisfactory to Kennedy Graven, Chartered, Bond Counsel, as to the initial reoffering price of each stated maturity of the .Bonds and stating that at least ten percent 10% of the principal amount of such Bonds of each stated maturity has been sold at such respective prices. Qualified ed Tax -Exempt Obligations The Bonds will be designated by the City a ""qualified tax-exempt obligations"' within the zn meaning of Section 2 3) of the Internal Revenue Code of 1986, as amended (the Code" . Legal Opinion n opinion as to the validity of the Bonds and the exclusion of the interest thereon from gross income for federal income tax purposes and Montana individual income tax purposes will be furnished by Kennedy & Graven, Chartered, of Minneapolis, Minnesota., as Bond Counsel, at the expense of the .purchaser. The legal opinion will state that the Bonds are valid and binding special, limited obligations of .- the City enforceable in accordance with their terms, except to the extent to which enforceability thereof may be limited by the exercise of judicial discretion or by state or federal lays relating to bankruptcy, reorganization, ation, moratorium or creditors' rights. Type f Bid and Goad Faith Deposit Scaled bids for not less than $4,(98% of par) and accrued interest on the principal amount of $ , 2o,000 gust be nailed or delivered to the undersigned and must be received at the office of the Finance Director prior to the time stated above. The City reserves the right to adjust the principal amount of the Bonds offered for sale in each maturity by the amounts determined by the City, in consultation with its financial advisor, to reflect the actual prernium and/or discount and/or unused underwriter's discount in the winninor bid', and to create the most efficient debt service structure for the Bonds. Any such charge in maturity amounts will be made in multiples of $5,000 and no serial bond .maturity principal amount or mandatory sinking fund redemption principal amount may be changed by more than $20,000. Bidders must bid for all or none of the Bonds. Each bid must be unconditional. Bids may be transmitted electronically through ParityTMry in accordance with these; teams and conditions. 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, bark 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 sung of S90,0payable to the order of the City i required for a bid to be considered. If money, cashier's check, certified check, bank money order, or bank -draft is used, it must accompany the bid and be delivered to the Finance Director. If a financial surety bond is used, it must be from an insurance company licensed and qualified to issue; such a bond in the State of Montana and such band must be submitted to the Finance Director, or the City's financial advisor prior to the; opening of the bids. The financial surety bond must identify each bidder whose Deposit is guaranteed by such financial surety bond. If the Bonds -are awarded to a bidder utilizing a financial surety bond, then that Purchaser is required to submit its Deposit to the City in the form of a cashier's check or wire transfer such amount as instructed by the City or its financial advisor) not later than .l.:oo .m., Mountain Daylight Time, on the next business day following the award. If such Deposit is not feceived 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. to the event the Purchaser fails to honor .its accepted bid, the Deposit will be retained by the City as liquidated damages. The Deposit of the unsuccessful bidders will be returned immediately on award of the Bonds to the Purchaser or after rejection of all bids. Instructions for wiring the Deposit may be obtained from the City's Financial Advisor, Bridget Ekstrom, Vice President, DA, Davidson & Co., 402 East Main Street, Suite 202, Bozeman, Montana 59715, 866) 415-6950 or (406) 56-696 . Award The bid authorizing the lowest true; interest cost a present value calculation of total .interest on all Bonds from and to their maturities.. less any premium or plus any discount) (TIC), will be deemed the most favorable. In the event that two or more bids state the lowest net interest cost, the sale of the Bonds will be awarded by lot. No oral bid will be considered. The City Council will consider sealed bids or bids transmitted electronically through the Parityrm system. The City reserves the rights to reject any and all bids, to waive informalities in any bid and to adjourn the sale. A-5 Electronic Transmission To the extent any instructions or directions set forth in Parity TM conflict with this Notice of Sale, the terms of this Notice of Safe shall control. For further information about . arityT ry potential bidders may contact the financial consultants to the City, D.A. Davidson & Co,, (boo) 2- (Public Finance Department), or Parity T at (21.2) 0 -8102 (Client t Services). In the event of a malfunction in the electronic bidding process, bidders may submit their bids by scaled bid including facsimile transmission to the Finance Director, tor, my f obertso , at facsimile umber o6 �� �.(phone(40)��- . CUSIP Numbers The City will assume no obli at.lon for the assignment or printing of CUSIP numbers on the Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be assigned and printed at the expense of the purchaser, if the original purchaser waives any delay in delivery occasioned thereby. Official Statement The City will prepare an official Statement relating to the Bonds which the City will deer., for purposes of SEC Rule 1 -1 , to he final as of its date. The City will deliver, at closing, a certificate executed by the Mayor, the City Clerk and the Finance Director to the effect that, to the best of their knowledge, as of the date of closing, the information contained in the official Statement, including any supplement thereto, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in fight of the cifcumstances 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, to Fife promptly a copy of the official Statement, including any supplement prepared by the City, with a nationally recognized ed municipal securities repository, and (3) to take an.y 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 loads to ultimate purchasers. Within seven business days after the sale the; City will furnish to the successful bidder without charge, up to one hundred (too) copies of the final official Statement relating to the loads. The successful bidder must notify the Finance Director 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. Con tipping-Diselosure In order to permit bidders for the Bonds and other participating u .der niters in the; primary offering of the bonds to comply with paragraph b of Rule 1 c2- ..2 promulgated by the Securities and Exchange; Commission under the Securities Exchange Act of 19 (the "'Ru "), the City will covenant and agree, for the benefit; of the: registered holders and beneficial owners from. time to time of the outstanding Bonds, in a Continuing Disclosure Undertaking as set forth in the Official Statement, to provide annual reports of specified information and notice of the occurrence of certain everts, if material. - The City, the 'District Fund and Revolving Fund are the only v: .o l igate persons" in respect of the .bonds it in the meaning of the Rule for t .e purposes o� disclosing in ormation on an ong Y g basis. bail reof 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 Theresa White, City Clerk, at City Hall, 312 ""' Avenue East, Kalispell, Montana 59901., 406) 758-7756, or ftom D.A. Davidson Co., Bozeman and Great Falls, 11 .ont .na; telephone (Soo) 332-591.5 or o 5 -696 , financial consultants to the City. Dated: April 3. 2006. Publish: , 2006 2006 K2-1 (BJ 747 2v.2 A-7 BY ORDER of THE CITY COUNCIL of THE CITY of KA ISPEL ,, MONTA A /sl Theresa White City Clerk