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HomeMy WebLinkAboutResolution 3575 Execution $3,480,000 General Obligation Bond Series 2003B RESOLUTION NO. 3575 RESOLUTION RELATING TO $3,480,000 GENERAL OBLIGA nON REFUNDING BONDS, SERIES 2003B; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT THEREOF BE IT RESOLVED by the City Commission (the "Commission") of the City of Bozeman, Montana (the "City"), as follows: Section 1. Authorization and Sale: Recitals. 1.01. At an election duly called and held on November 8, 1994, the electors of the City authorized the issuance and sale of general obligation bonds in the principal amount of $5,000,000. Pursuant to such authorization, this Commission issued and sold general obligation bonds of the City denominated "General Obligation Bonds, Series 1995," in the original aggregate principal amount of $5,000,000 (the "Series 1995 Bonds"). The Series 1995 Bonds are currently outstanding in the aggregate principal amount of $3,795,000, mature on July 1 in the years 2003 through 2014 and bear interests at the rates of 5.00% to 5.75% per annum. 1.02. For the purpose of reducing a portion of the interest cost on the bonds authorized at the election referred to in Section 1.01 and reducing the taxes necessary to pay the principal of and interest on certain of such bonds, this Commission on December 16, 2002 authorized and provided for the issuance and sale of its general obligation refunding bonds in an amount of up to $3,485,000, pursuant to Montana Code Annotated, Section 7-7-2302, in order to refund on January 1, 2005 in a crossover refunding the Series 1995 Bonds with stated maturities in 2005 and later years outstanding in the principal amount of $3,325,000 (the "Refunded Bonds") and to pay the costs of issuance of such bonds and of the refunding. The refunding of the Refunded Bonds constitutes a "crossover refunding" within the meaning of Montana Code Annotated, Section 17-5-2102, as amended. Interest on the Series 2003B Bonds (as hereinafter defined) will be paid from the Escrow Account established in Section 5.01 to and including January 1,2005 (the "Crossover Date"), on which date the Refunded Bonds will be called for redemption and the principal portion of the redemption price will be paid from the Escrow Account. 1.03. Pursuant to such authorization, this Commission at a public sale duly noticed and held on January 13,2003, awarded the sale of the City's general obligation refunding bonds in the aggregate principal amount of $3,480,000 (the "Series 2003B Bonds") to D.A. Davidson & Co., of Great Falls, Montana (the "Purchaser"), on a bid to purchase the Series 2003B Bonds at a price of $3,448,680.00 (giving effect to an underwriter's discount of $31,320.00) plus accrued interest from February 1,2003, to the date of delivery, the Series 2003B Bonds to bear interest at the rates designated by the Purchaser in such bid and as set forth in Section 2.01 of this resolution, which rates result in a true interest cost of 3.2629% per annum. The rates of interest designated by the Purchaser result in a net present value interest savings of _________n_____ $222,586.16, using a discount rate of 1.7055% per annum (the approximate yield ofthe Series 2003B Bonds for arbitrage purposes) over the term of the Series 2003B Bonds. As required by Montana Code Annotated, Section 7-7-4304, the average interest rate on the Series 2003B Bonds (3.1447%) is more than 1/2 of 1 % percent (0.50%) per annum less than the average rate of interest on the Refunded Bonds (5.61464%). It is hereby found, determined and declared that the interest rates designated by the Purchaser and set forth in Section 2.01 are consistent with the Purchaser's bid accepted by this Commission on January 13,2003 and are hereby approved. It is now desirable, proper and in the best interest ofthe City that the form and details of the Series 2003B Bonds be set forth and prescribed in the official proceedings ofthis Commission. 1.04. All acts, conditions and things required by the Constitution and laws of the State of Montana, including Montana Code Annotated, Title 7, Chapter 7, Part 42, as amended, in order to make the Series 2003B Bonds valid and binding general obligations in accordance with their terms and in accordance with the terms of this resolution have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required. The indebtedness to be evidenced by the Series 2003B Bonds and all other indebtedness of the City does not exceed the limitation as set forth in Montana Code Annotated Section 7-7-4201. The City has full power and authority to issue the Series 2003B Bonds. Section 2. Bond Terms. Execution and Delivery. 2.01. Term of Series 2003B Bonds. The Series 2003B Bonds shall be designated "General Obligation Refunding Bonds, Series 2003B." The Series 2003B Bonds shall be in the denomination of $5,000 each or any integral multiple thereof of single maturities. The Series 2003B Bonds shall mature on July 1 in the years and amounts listed below, and Series 2003B Bonds maturing in such years and amounts shall bear interest from date of original issue until paid or duly called for redemption at the rates shown opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2005 $280,000 1.30% 2010 $350,000 3.15% 2006 310,000 1.70 2011 365,000 3.30 2007 315,000 2.10 2012 385,000 3.45 2008 325,000 2.50 2013 395,000 3.60 2009 340,000 2.70 2014 415,000 3.75 2.02. Registered Form. Interest Payment Dates. The Series 2003B Bonds shall be issuable only in fully registered form, and the ownership of the Series 2003B Bonds shall be transferred only upon the bond register of the City hereinafter described. The interest on the Series 2003B Bonds shall be payable on January 1 and July 1 in each year, commencing July 1, 2003. Interest on the Series 2003B Bonds shall be payable to the owners of record thereof as such appear on the bond register as ofthe close of business on the fifteenth day of the month immediately preceding each interest payment date, whether or not such day is a business day. Interest on, and upon presentation and surrender thereof, the principal of each Series 2003B 2 Bond, and, upon presentation and surrender thereof, shall be payable by check or draft issued by the Registrar described herein. 2.03. Dated Date. Each Series 2003B Bond shall be dated, as originally issued, as of February I, 2003, and upon authentication of any Series 2003B Bond the Registrar shall indicate thereon the date of such authentication. 2.04. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent for the Series 2003B Bonds (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal office a bond register in which the Registrar shall provide for the registration of ownership of Series 2003B Bonds and the registration of transfers and exchanges of Series 2003B Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Series 2003B Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Series 2003B Bonds of a like aggregate principal amount and maturity, as the case may be, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer of any Series 2003B Bond called for redemption in whole or in part. (c) Exchange of Bonds. Whenever any Series 2003B Bond is surrendered by the registered owner for exchange, the Registrar shall authenticate and deliver one or more new Series 2003B Bonds of a like aggregate principal amount, interest rate and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Series 2003B Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Series 2003B Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Series 2003B Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Series 2003B Bond is at any time registered in the bond register as the absolute owner of such Series 2003B Bond, whether such Series 2003B Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of 3 and interest on such Series 2003B Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Series 2003B Bond to the extent of the sum or sums so paid. (g) Taxes. Fees and Charges. For every transfer or exchange of Series 2003B Bonds (except an exchange upon a partial redemption of a Series 2003B Bond), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated. Lost. Stolen or Destroyed Bonds. In case any Series 2003B Bond shall become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Series 2003B Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Series 2003B Bond or in lieu of and in substitution for any such Series 2003B Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Series 2003B Bond lost, stolen or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Series 2003B Bond was lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Series 2003B Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed Series 2003B Bond has already matured or such Series 2003B Bond has been called for redemption in accordance with its terms, it shall not be necessary to issue a new Series 2003B Bond prior to payment. 2.05. Appointment ofInitial Registrar. The City hereby appoints Wells Fargo Bank Minnesota, National Association, in Minneapolis, Minnesota, to act as registrar, transfer agent and paying agent (the "Registrar"). The City reserves the right to appoint a successor Registrar, as authorized by the Model Public Obligations Registration Act of Montana, Montana Code Annotated, Title 17, Chapter 5, Part 11, as amended (the "Registration Act"), but the City agrees to pay the reasonable and customary charges of the Registrar for the services performed. 2.06. Optional Redemption. Series 20038 Bonds maturing in the years 2005 through 2008 shan not be subject to redemption prior to maturity, but Series 2003B Bonds maturing in the years 2009 through 2014 shall each be subject to redemption at the option of the City, in whole or in part, and if in part from such stated maturities and in such principal amounts as the City may designate in writing to the Registrar (or, if no designation is made, in inverse order of maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair), on January 1,2009, and any date thereafter, at a price equal to the principal amount thereof and interest accrued to the redemption date, without premium. The date of redemption and the principal amount of the Series 2003B Bonds shall be fixed by the Director of Administrative Services who shall give notice thereof to the Registrar at least forty days prior to the date of redemption. The Registrar, at least thirty days prior to the designated redemption date, shall cause notice of redemption to be mailed, by first class mail, or by other 4 -- ----- -- ..-"'.---.---......-.---. .___________._..u__.____ means required by the securities depository, to the registered owners of each Series 2003B Bond to be redeemed at their addresses as they appear on the bond register described in Section 2.04, but no defect in or failure to give such mailed notice shall affect the validity of proceedings for the redemption of any Series 2003B Bond not affected by such defect or failure. The notice of redemption shall specify the redemption date, redemption price, the numbers, interest rates and CUSIP numbers of the Series 2003B Bonds to be redeemed and the place at which the Series 2003B Bonds are to be surrendered for payment, which is the principal office of the Registrar. Official notice of redemption having been given as aforesaid, the Series 2003B Bonds or portions thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall default in the payment of the redemption price) such Series 2003 B Bonds or portions thereof shall cease to bear interest. In addition to the notice prescribed by the preceding paragraph, the Registrar shall also give, or cause to be given, notice of the redemption of any Series 2003B Bond or Bonds or portions thereof at least 35 days before the redemption date by certified mail or telecopy to the Purchaser and all registered securities depositories then in the business of holding substantial amounts of obligations ofthe character of the Series 2003B Bonds (such depository now being The Depository Trust Company, of New York, New York) and one or more national information services that disseminate information regarding municipal bond redemptions; provided that any defect in or any failure to give any notice of redemption prescribed by this paragraph shan not affect the validity of the proceedings for the redemption of any Series 2003B Bond or portion thereof. 2.07. Execution and Delivery. The Series 2003B Bonds shall be forthwith prepared for execution under the direction of the Director of Administrative Services and shall be executed on behalf of the City by the signatures ofthe Mayor, the City Manager and the Clerk of the Commission, provided that said signatures and the corporate seal may be printed, engraved or lithographed facsimiles thereof. In case any officer whose signature or a facsimile of whose signature shall appear on the Series 2003B Bonds shall cease to be such officer before the delivery thereof, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Series 2003B Bonds have been so executed by said City officers, they shall be registered by the Director of Administrative Services in accordance with Montana Code Annotated, Section 7-7- 4257. Notwithstanding such execution, no Series 2003B Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Series 2003B Bond has been duly executed by the manual signature of an authorized representative ofthe Registrar. Certificates of authentication on different Series 2003B Bonds need not be signed by the same representative. The executed certificate of authentication on each Series 2003B Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Series 2003B Bonds have been fully executed and authenticated, they shall be delivered by the Registrar to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 5 -- 2.08. Securities Depository for the Series 2003B Bonds. (a) For purposes of this Section 2.08, the following tenns shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Series 2003B Bond, the person in whose name such Series 2003B Bond is recorded as the beneficial owner of such Series 2003B Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee ofDTC, and any successor nominee ofDTC with respect to the Series 2003B Bonds. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Series 2003B Bonds as securities depository. "Representation Letter" shall mean the Blanket Issuer Letter of Representations from the City to DTC, attached to this resolution as Exhibit A, which is hereby incorporated by reference and made a part hereof. (b) The Series 2003B Bonds shall be initially issued as separately authenticated fully registered Bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Series 2003B Bonds. Upon initial issuance, the ownership of such Series 2003B Bonds shall be registered in the Bond register in the name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner of the Series 2003B Bonds registered in its name for the purposes of payment of the principal of or interest on the Series 2003B Bonds, selecting the Series 2003 B Bonds or portions thereof to be redeemed, if any, giving any notice pennitted or required to be given to registered owners of Series 2003B Bonds under this Resolution, registering the transfer of Series 2003B Bonds, and for all other purposes whatsoever; and neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the Registrar nor the City shall have any responsibility or obligation to any Participant, any Person claiming a beneficial ownership interest in the Series 2003B Bonds under or through DTC or any Participant, or any other Person which is not shown on the Bond register as being a registered owner of any Series 2003B Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Series 2003B Bonds, with respect to any notice which is pennitted or required to be given to owners of Series 2003B Bonds under this Resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Series 2003B Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Series 2003B Bonds. So long as any Series 2003B Bond is registered in the name of Cede & Co., as nominee ofDTC, the Registrar shall pay all principal of and interest on such Series 2003B Bond, and shall give 6 -- - --------- all notices with respect to such Series 2003B Bond, only to Cede & Co. in accordance with the Representation Letter, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal of and interest on the Series 2003B Bonds to the extent ofthe sum or sums so paid. No Person other than DTC shall receive an authenticated Series 2003B Bond for each separate stated maturity evidencing the obligation ofthe City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Series 2003B Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) In the event the City determines to discontinue the book-entry-only system, the City may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Series 2003 B Bonds in the form of certificates. In such event, the Series 2003B Bonds will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Series 2003B Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Series 2003B Bonds will be transferable in accordance with paragraph (e) hereof. (d) The Representation Letter sets forth certain matters with respect to, among other things, notices, consents and approvals by registered owners of the Series 2003B Bonds and Beneficial Owners and payments on the Series 2003B Bonds. The Registrar shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this resolution. (e) In the event that any transfer or exchange of Series 2003B Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Series 2003B Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Series 2003B Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Series 2003B Bonds, or another securities depository as owner of all the Series 2003B Bonds, the provisions of this Resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Series 2003B Bonds in the form of Bond certificates and the method of payment of principal of and interest on such Series 2003B Bonds in the form of Bond certificates. Section 3. Form of Series 2003B Bonds. The Series 2003B Bonds shall be drawn in substantially the form set forth in Exhibit B hereto, and by this reference made a part hereof. Section 4. Security Provisions. 4.01. So long as the Series 2003B Bonds are outstanding and any principal thereof or interest thereon unpaid, the Director of Administrative Services shall maintain a separate and special2003B Debt Service Account (the "Debt Service Account") to be used for no purpose other than the payment of the principal of and interest on the Series 2003 B Bonds. The City irrevocably appropriates to the Debt Service Account: (a) the payments from the 7 --.....-.".--"...-...-.-.......- "....-... ,...-... ,.--.-- Escrow Account described in Section 5.01; (b) all taxes levied in accordance with this resolution, (c) all income derived from the investment of amounts on hand in the Debt Service Account, and (d) such other money as shall be received and appropriated to the Debt Service Account from time to time. 4.02. The full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged to the payment of the Series 2003B Bonds and interest due thereon, and the City shall cause taxes to be levied annually on all taxable property in the City sufficient, with other available funds then on hand, to pay the interest on the Series 2003B Bonds when it falls due and to pay and discharge the principal at maturity of each and all of the Series 2003B Bonds as they respectively become due. Section 5. Use of Proceeds: Escrow: Redemption of Refunded Bonds. 5.01. Upon payment for the Series 2003B Bonds by the Purchaser, Series 2003B Bond proceeds in the amount of $3,405,020.17 are irrevocably appropriated for the payment of interest to become due on the Series 2003B Bonds to and including January 1,2005 (the "Crossover Date") and for the payment of the principal portion of the redemption price of the Refunded Bonds on the Crossover Date. The Director of Administrative Services is hereby authorized and directed to deposit in escrow with U.S. Bank National Association, in Seattle, Washington (the "Escrow Agent"), $3,405,020.17 for the purchase of the securities described in this Section 5.0 I and to establish a beginning cash balance. The Director of Administrative Services shall cause the amount so deposited to be invested in securities of the type described in Montana Code Annotated, Section 7-7-2316, maturing on the dates and bearing interest at the rates required to provide funds sufficient to pay the interest on the Series 2003B Bonds to and including January 1,2005 and to pay the principal of the Refunded Bonds on January 1,2005. The escrow account and all investments thereof shall be held in safekeeping by said escrow agent, and said account and all income therefrom are irrevocably appropriated for the purposes stated in this Section 5.01. At or before the time of making said deposit and investment the Mayor, City Manager and Director of Administrative Services shall execute on the part ofthe City an escrow agreement with said escrow agent, substantially in the form of such agreement which has been presented to this Commission at the meeting at which this resolution was adopted, and which is hereby approved. 5.02. Redemption of Refunded Bonds. The Escrow Agent will, not less than 60 days prior to the Crossover Date, cause the Notice of Redemption relating to the Refunded Bonds attached hereto as Exhibit C to be mailed to the Refunded Bonds Paying Agent with directions to the Refunded Bonds Paying Agent to mail such Notice of Redemption not less than 30 days prior to the Crossover Date to the holders of all Refunded Bonds to be redeemed on the Crossover Date. Section 6. Tax Matters. 6.01. Use ofProiect. The Project financed with the proceeds of the Series 1995 Bonds has been and will be used by the City to provide the implementation of transportation projects for use by members of the general public. The City shall not enter into any lease, use or other agreement with any non-governmental person relating to the use of such Project or security 8 for the payment of the Series 2003B Bonds which might cause the Series 2003B Bonds to be considered "private activity bonds" or "private loan bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"). 6.02. General Covenant. The City covenants and agrees with the registered owners from time to time of the Series 2003B Bonds 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 2003B Bonds 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 2003B Bonds will not become includable in gross income for federal income tax purposes under the Code and the Regulations. 6.03. Arbitrage Certification. The Mayor, the City Manager, the Director of Administrative Services and the Clerk of the Commission, being the officers of the City charged with the responsibility for issuing the Series 2003B Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 ofthe Code, and Section 1. 148-2(b) of the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and delivery of the Series 2003B Bonds, it is reasonably expected that the proceeds of the Series 2003B Bonds will be used in a manner that would not cause the Series 2003B Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and the Regulations. 6.04. Arbitrage Rebate. The City acknowledges that the Series 2003B Bonds are subject to the rebate requirements of Section I 48(f) of the Code. The City covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Treasury Regulations to preserve the exclusion of interest on the Series 2003B Bonds from gross income for federal income tax purposes. In furtherance of the foregoing, the Mayor, the City Manager, the Director of Administrative Services and the Clerk of the Commission are hereby authorized and directed to execute a Rebate Certificate, substantially in the form to be prepared by Bond Counsel, and the City hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provisions thereof. 6.05. Information Reporting. The City shall file with the Secretary of the Treasury, not later than May 15,2003, a statement concerning the Series 2003B Bonds containing the information required by Section 149( e) of the Code. Section 7. Defeasance. 7.01. General. When the liability of the City on all Series 2003B Bonds issued under and secured by this Resolution and all interest thereon has been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the Holders of such Series 2003B Bonds shall cease. 7.02. Maturitv. The City may discharge its liability with reference to all Series 2003B Bonds and interest thereon which are due on any date by depositing with the Registrar for 9 ----------- -------- such Series 2003B Bonds on or before the date a sum sufficient for the payment thereof in full; or if any Bond or interest thereon shall not be paid when due, the City may nevertheless discharge its liability with reference thereto by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. 7.03. Redemption. The City may also discharge its liability with reference to any prepayable Series 2003B Bonds which are called for redemption on any date in accordance with their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due thereon, provided that notice of such redemption has been duly given as provided in this Resolution. 7.04. Escrow. The City may also at any time discharge its liability in its entirety with reference to any Series 2003B Bonds subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are general obligations of the United States or securities of United States agencies which are authorized by law to be so deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without reinvestment, to provide funds sufficient to pay all principal, interest and redemption premiums, if any, to become due on such Series 2003B Bonds at their Stated Maturities or, if such Series 2003B Bonds are prepayable and notice of redemption thereof has been given or irrevocably provided for, to such earlier redemption date. Section 8. Designation as Qualified Tax-Exempt Obligations. Pursuant to Section 265(b)(3)(B)(ii) of the Code, the City hereby designates the Series 2003B Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(b )(3) of the Code. The City has not designated any bonds in 2003 under Section 265(b)(3) other than the Series 2003B Bonds, except for its $1,685,000 General Obligation Bonds, Series 2003A, to be issued simultaneously therewith. The City hereby represents that it does not anticipate that the City and all "subordinate entities" of the City will issue in 2003 obligations bearing interest exempt from federal income taxation under Section 103 of the Code (including "qualified 502(c)(3) bonds" but excluding other "private activity bonds," as defined in Sections l4l(a) and l45(a) of the Code) in an amount greater than $10,000,000. Section 9. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Series 2003B Bonds and the security therefor and to permit the original purchaser and other participating underwriters in the primary offering of the Series 2003B Bonds to comply with amendments to Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934 (17 C.F.R. ~ 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Series 2003B Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Bonds. The City is the only "obligated person" in respect of the Series 2003B Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. 10 ____..._..".""..._u ... If the City fails to comply with any provisions of this Section 9, any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this Section 9, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this Section 9 constitute a default under the Series 2003B Bonds or under any other provision ofthis resolution. As used in this Section 9, "Owner" or "Bondowner" means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any "Beneficial Owner" (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, "Beneficial Owner" means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Series 2003B Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal income tax purposes. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) on or before 270 days after the end of each fiscal year of the City, commencing with the fiscal year ending June 30, 2003, the following financial information and operating data in respect of the City (the "Disclosure Information"): (A) the comprehensive annual financial report ofthe City for such fiscal year, containing the audit report and opinion of the accountant or government auditor relating thereto, as permitted or required by the laws of the State of Montana, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, for required funds, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board, as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Montana law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the Director of Administrative Services; and (B) To the extent not included in the financial report referred to in paragraph (A) hereof, the information of the type set forth below contained in the official statement dated December 31, 2002 and an 11 addendum dated January 21, 2003 (the "Official Statement"), for such fiscal year or for the period most recently available, which information may be unaudited, but is to be certified as to accuracy and completeness in all material respects by the Director of Administrative Services as to the best of his or her knowledge (which certification may be based on the reliability of information obtained from third party sources): (1) Information, for each fiscal year, regarding the summary of all debt, debt limitation, overlapping indebtedness and general obligation debt ratios of the type shown in the tables under the captions "Legal Debt Limit and Margin", "General Obligation Debt Supported by Taxes", "Debt Supported by Water Revenues", "Annual Debt Service Payments Including This Issue", "Debt Supported by Special Assessments", "Notes Payable", "Indirect Debt" and "Debt Ratios" in the Official Statement; (2) Information, as of January I for the current tax year, relating to the appraised value and taxable value of taxable property in the City of the type contained in the table and under the caption "City Property Values" in the Official Statement; (3) Identification of the ten taxpayers in the City with the largest taxable value of property by name, type of property and taxable value of the type contained in the table under the caption "Ten of the Largest Taxpayers in the City" in the Official Statement; (4) Information regarding property tax collections by the City and of the type contained in the tables and under the caption "City Tax Rates, Levies and Collections" in the Official Statement; (5) Information regarding the mill levies of the City of the type contained in the table under the caption "City Tax Rates, Levies and Collections" in the Official Statement; (6) Information, as of the most recent date available, regarding employment in the City, Gallatin County and the State of Montana of the type contained in the table under the caption "Labor Force and Employment" in the Official Statement; and (7) Information, as of the most recent date available, regarding the larger employers in the City, identifying the employer and estimated number of employees of the type contained in the table under the caption "Major Employers Within the City" in the Official Statement. Notwithstanding the foregoing, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure 12 . -..--..-.------ Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the document incorporated by reference is a final Official Statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (3) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this Section 9 is amended as permitted by this paragraph (b)( I) or subsection (d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation in narrative form of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (I) Oefeasances; (J) Release, substitution, or sale of property securing repayment of the securities; and (K) Rating changes. As used herein, a "Material Fact" is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a "Material Fact" is also an event that would be deemed "material" for purposes ofthe purchase, 13 holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: (A) the failure of the City to provide the Disclosure Information required under paragraph (b)( 1) at the time specified thereunder; (B) the amendment or supplementing of this Section 9 pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection (d)(2); (C) the termination of the obligations of the City under this Section 9 pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. The City agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described in paragraph (1) of subsection (b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Montana as contemplated by the Rule (the "State Depository"), if any; (2) the information described in paragraphs (2) and (3) of subsection (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection (b), to any rating agency then maintaining a rating of the Series 2003B Bonds and, at the expense of such Bondowner, to any Bondowner who requests in writing such information, at the time of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this Section 9 shall remain in effect so long as any Series 2003B Bonds are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this Section 9 shall terminate and be without further effect as of any date on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the City to comply with the requirements of this Section 9 will not cause participating underwriters in the primary offering of the Series 2003B Bonds to be in violation of the Rule or 14 other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This Section 9 and the form and requirements of the Disclosure Information may be amended or supplemented by the City from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent ofthe Owners of any Series 2003B Bonds, by a resolution ofthe City Commission filed in the office of the Clerk of the Commission ofthe City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status ofthe City or the type of operations conducted by the City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this Section 9 as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Series 2003B Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time ofthe primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation, in narrative form, of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This Section 9 is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) ofthe Rule. Section 10. Repeals and Effective Date. 10.01. Repeal. All provisions of other resolutions and other actions and proceedings of the City and this Commission 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. 10.02. Effective Date. This resolution shall take effect immediately upon its passage and adoption by this Commission. 15 ---------------------------- - .",----_.. .---.-- PASSED AND ADOPTED by the City Commission of the City of Bozeman, Montana, this 27th day of January, 2003. . ~-~M:;!77- ~. "'~'~.~"" Mayor ~. 0 Attest: _ _ - - :.:::.- -.- Clerk ofthe" Commtssion -~ - (SEAL)--:--=-:::'- - , .' ~. <'" -'._- :::~/:.."~- - 16 EXHIBIT A BLANKET ISSUER LETTER OF REPRESENT A nONS EXHIBIT B [Face ofthe Bonds] UNITED STATES OF AMERICA ST A TE OF MONT ANA COUNTY OF GALLATIN CITY OF BOZEMAN GENERAL OBLIGA nON REFUNDING BOND SERIES 2003B No. $ Maturity Date of Rate Date Original Issue CUSIP July 1, February 1,2003 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Bozeman, Gallatin County, State of Montana (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above on the maturity date specified above or, if this Bond is prepayable as stated herein, on any date prior thereto on which this Bond shall have been duly called for redemption, and to pay interest on said principal amount to the registered owner hereof from February 1,2003 or from such later date to which interest has been paid or duly provided for until this Bond is paid or, ifthis Bond is prepayable, until it has been duly called for redemption, at the rate specified above. Principal of this Bond is payable upon presentation and surrender hereof to Wells Fargo Bank Minnesota, National Association, of Minneapolis, Minnesota, as Bond Registrar, Transfer Agent and Paying Agent, or its successor designated under the Resolution described herein (the "Registrar") at its principal office in Minneapolis, Minnesota. Interest on this Bond is payable semiannually on each January 1 and July 1, commencing on July 1,2003, by check or draft mailed by the Registrar to the person in whose name this Bond is registered as of the close of business on the 15th day (whether or not a Business Day) of the immediately preceding month, at his address as it appears on the bond register maintained by the Registrar. "Business Day" means any day other than a Saturday, Sunday or legal holiday of the State of Montana. The principal of and interest on this Bond are payable in lawful money of the United States of America. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith, credit and taxing powers of the City have been and are hereby irrevocably pledged. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Registrar shall pay all principal of and interest on this Bond, and shall give an notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the City. This Bond is one of an issue in the total principal amount of $3,480,000 (the "Series 2003B Bonds"), all of like date of original issue and tenor except as to serial number, denomination, maturity date, interest rate and redemption privilege, issued for the purpose of refunding ccrtain valid outstanding general obligation bonds of the City, all pursuant to resolutions duly adopted by the City Commission of the City, including a resolution adopted on January 27, 2003 (the "Resolution"), and in full conformity with the Constitution and laws of the State of Montana thereunto enabling. The Series 2003B Bonds are issuable only as fully registered bonds of single maturities, in denominations of $5,000 or any integral multiple thereof. Series 2003B Bonds of this issue maturing in the years 2004 through 2008 are payable on their respective stated maturity dates without option of prior payment, but Series 2003B Bonds having stated maturity dates in the years 2009 through 2014 are each subject to redemption at the option ofthe City, in whole or in part, and ifin part from such stated maturities and in such principal amounts as the City may designate in writing to the Registrar (or, if no designation is made, in inverse order of maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems fair), on January 1, 2009 and any day thereafter, at a price equal to the principal amount thereof to be redeemed plus interest accrued to the redemption date, without premium. The date of redemption and the principal amount of the Bonds shall be fixed by the Director of Administrative Services who shall give notice thereof to the Registrar at least forty days prior to the date of redemption. The Registrar, at least thirty days prior to the designated redemption date, shall cause notice of redemption to be mailed, by first class mail, or by other means required by the securities depository, to the registered owners of each Bond to be redeemed at their addresses as they appear on the bond register. Upon partial redemption of any Series 2003B Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City in the principal office ofthe Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof together with a written instrument oftransfer satisfactory to the Registrar, duly executed by the registered owner or his attorney, and may also be surrendered in exchange for Series 2003B Bonds of other authorized denominations. Upon any such transfer or exchange, the City will cause a new Series 2003B Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and B-2 -.-...--.-----...-- __n.. _.."... _......__ ........ -..--..-.--- maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Registrar may deem and 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 and for all other purposes, and neither the City nor the Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that 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 precedent to and in the issuance of this Bond, in order to make it a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required; that the City Commission will annually levy an ad valorem tax on all of the taxable property in the City sufficient, with available funds then on hand, to pay the interest hereon when it falls due and also to pay and discharge the principal ofthis Bond at maturity; that this Bond, together with all other indebtedness of the City outstanding on the date of issuance of the Series 2003B Bonds, does not exceed any constitutional or statutory limitation of indebtedness; and that the opinion attached hereto is a true copy of the legal opinion given by Bond Counsel with reference to the Series 2003B Bonds, dated the date of original issuance and delivery of the Series 2003B Bonds. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by the manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Bozeman, Gallatin County, Montana, by its City Commission, has caused this Bond to be executed by the facsimile signatures of the Mayor, the City Manager and the Clerk of the Commission, and by a facsimile ofthe official seal of the City. (F acsimile Signature) Mayor (Facsimile Signature) City Manager (Facsimile Seal) (F acsimile Signature) Clerk of the Commission B-3 -- ------------ Date of Authentication: CERTIFICATE OF AUTHENTICATION This is one ofthe Series 2003B Bonds delivered pursuant to the Resolution mentioned within. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Bond Registrar, Transfer Agent and Paying Agent By Its Authorized Representative B-4 The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UTMA.. ........ ..Custodian............... ... ... m common (Cust) (Minor) TEN ENT -- as tenants by the entireties under Unifonn Transfers to JT TEN -- as joint tenants Minors Act............................................ with right of (State) survivorship and not as tenants in common Additional abbreviations may also be used. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this assignment OF ASSIGNEE: must correspond with the name as it appears upon the face of the within Bond in every / / particular, without alteration, enlargement or any change whatsoever. SIGNA TURE GUARANTEED Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, whieh requirements include membership or participation in STAMP or such other "signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. B-5 EXHIBIT C NOTICE OF REDEMPTION General Obligation Bonds Series 1995 Dated, as originally issued, as of April 15, 1995 City of Bozeman, Montana NOTICE IS HEREBY GIVEN that the City of Bozeman, Montana, has called for redemption all bonds of the issue of its General Obligation Bonds, Series 1995, dated, as originally issued, as of April 15, 1995, which mature on July 1 in the years and bear interest, serial numbers and CUSIP numbers as set forth below: Year Interest Rate CUSIP No. Serial No. 2005 5.20% 103637 CZ5 2006 5.30 103637 DA9 2007 5.40 103637 DB7 2008 5.50 103637 DC5 2009 5.50 103637 DD3 2010 5.60 103637 DEI 2011 5.60 103637 DF8 2012 5.70 103637 DG6 2013 5.70 103637 DH4 2014 5.75 103637 DJO Such bonds have been called for redemption on January 1, 2005, at a redemption price of 100% ofthe principal amount thereof plus interest thereon accrued to January 1,2005, and without premium. Holders of such bonds maturing in said years should surrender their bonds for payment to Wells Fargo Bank Montana, National Association (formerly Norwest Bank Montana, National Association), of Billings, Montana, as paying agent, for payment on January 1,2005. Bonds must be sent to the principal office of the paying agent at Wells Fargo Bank, Corporation Trust Operations, Sixth and Marquette Avenue, Minneapolis, Minnesota 55479-0113. In compliance with the Interest and Dividend Compliance Act of 1983, as amended, certain amounts will be withheld unless the Paying Agent is furnished with a completed IRS W-9 Form. A W -9 Form may be obtained from the Paying Agent or other bank or financial institution. Interest on such Bonds shall cease to accrue on January 1, 2005, and the holders thereof shall have no further rights with respect thereto except to receive the redemption price so deposited. Dated: ,2004. BY ORDER OF CITY COMMISSION __._____.____.____..u_.. . u_.n ._..____.. ___ ____.._ CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Bozeman, Montana (the "City"), hereby certify that the attached resolution is a true copy of a Resolution entitled: "RESOLUTION RELATING TO $3,480,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003B; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT 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 Commission of the City at a regular meeting on January 27,2003, and that the meeting was duly held by the City Commission 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 Commissioners voted in favor thereof: Commi 55i oner Youngman. Commi 5si oner Hietala. Commissioner Brown and Mayor Kirchhoff ; voted against the same: None ; abstained from voting thereon: None ; or were absent: Commi ss i oner tetra ro . WITNESS my hand and seal officially this 28th day of January, 2003. (SEAL) Q~J~ - Clerk of the Commission - - - -- ," -- - --..-. "- - --=- - . ~ ,