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HomeMy WebLinkAboutResolution 2623 Authorizing sale and issuance of bonds for MT.CAFP: 9-02-86 -" ... CITY COMMISSION RESOLUTION NO. 2623 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOZEMAN AUTHORIZING THE SALE AND ISSUANCE OF $1,036,827 TAX AND REVENUE ANTICIPATION BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOZEMAN (the Issuer) AS FOLLOWS: ARTICLE I DETERMINATIONS AND DEFINITIONS Section 1.01. Definitions. As used in this resolution, each of the terms listed below is defined as follows: Act shall mean Chapter 481, Laws of Montana 1985. Board shall mean the Montana Economic Development Board and any successor to its functions. Board Act shall mean Section 2-15-1805, Title 17, Chapter 5, Part 16, MCA, as amended. Board of Investments Agreement shall mean the Agreement between the Board and the Board of Investments, dated July 15, 1985. Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Program. Indenture shall mean the Indenture of Trust dated July 15, 1986 between the Board and the Trustee pursuant to which the Bonds are to be issued and all supplements thereto. Issuer shall mean the Issuer above named. Local Government Unit shall mean a city, town, county, school district or high school district organized and existing under the laws of the State of Montana. Note shall mean the Tax Anticipation and Revenue Note issued by the Issuer pursuant to the Note Resolution and purchased by Board from the proceeds of the Bonds. Note Resolution shall mean this Resolution. Program shall mean the Montana Cash Anticipation Financing Program of the Board pursuant to which the Board will issue and sell Bonds and use the proceeds to purchase Notes issued by participating Local Government Units. Trustee shall mean First Trust Company of Montana and its successors. -" +, Capitalized terms used but not defined herein shall have the meanings assigned them by the Indenture. Section 1.02. Authority. Notes are authorized to be issued by the Act in anticipation of taxes and revenues budgeted to be received and appropriated for expenditure during the fiscal year ending June 30, 1987 and the proceeds of such Notes are to be expended solely for the purposes for which the taxes or revenues were appropriated and for costs and expenses incident to the issuance and sale of such Notes. Section 1.03. Sale of Note. Pursuant to the Indenture and the Board Act, the Board has issued and sold the Bonds and deposited a part of proceeds thereof to an account (the Issuer's Account) held by the Trustee. The Board has agreed to purchase the Note from the Issuer at its principal amount and upon the further terms and conditions herein set forth. Pursuant to the Act, the Note in the principal amount of $1,036,827 shall be sold to the Board upon the terms set forth herein. ARTICLE II THE NOTE Section 2.01. Form. The Note issued hereunder shall be prepared in substantially the following form: UNITED STATES OF AMERICA STATE OF MONTANA CITY OF BOZEMAN TAX AND REVENUE ANTICIPATION NOTE DUE JUNE 30, 1987 Date: September 2, 1986 No. $1,036,827 Principal Amount: One Million, Thirty-six Thousand, Eight Hundred Twenty-seven Dollars The City of Bozeman (the Issuer) for value received acknowledges itself to be indebted for value received and promises to pay to the Montana Economic Development Board (the Board), its successors or assigns, at the First Trust Company of Montana in Billings, Montana, the principal amount specified above with interest thereon from the date hereof until June 30, 1987 at the rate of five and five-eighths percent (5 5/8%) per annum, calculated on a 360 day year. -2- ~, The principal of the Note maybe prepaid weekly on Wednesday or if a Wednesday is not a Business Day, on the next succeeding Business Day. Interest shall accrue on the Note to June 30, 1987 and shall be payable on June 30, 1987 or on a date prior thereto when the entire principal balance is paid. In addition the Issuer shall pay its pro-rata share of all costs of issuance, capitalized interest and program expenses as certified by the Board. The Issuer shall be credited with all investment income earned on its account in the Loan Fund and its pro-rata share of other Investment Revenue under the Indenture, as determined by the Trustee in accordEmce with the procedure set forth in Exhibit A hereto; provided in no event shall the amount of such credit exceed the amount of interest payable by the Borrower on the Note. From and after the date any interest payment is due, each Note shall bear interest at the rate of ten percent (10%) per annum until December 30, 1988 and thereafter at the rate equal to two percent (2%) greater than the rate payable by the Board on the Board of Investments Agreement. The principal of and interest on this Note are payable in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public or private debts, or by check drawn in such currency upon a Federal Reserve Bank of the United States in such form that the funds are immediately credited to the account of the depositor. This Note is duly authorized in the principal amount of $1,036,827 issued under the authority and in full compliance with the provisions of the Constitution and laws of the State of Montana, particularly Chapter 481, Laws of Hontana 1985 (the "Act") and pursuant to a resolution duly adopted thereunder by the governing body of the Issuer on September 2, 1986 (herein called the "Resolution"). The Note is issued in anticipation of taxes and revenues budgeted to be received and appropriated for expenditures during the fiscal year ending June 30, 1987. This Note shall constitute a general obligation of the Issuer, and the pledge made in the Resolution is for the equal benefit, protection and security of the Holder hereof. Reference is hereby made to the Resolution for a description of the obligations and duties of the Issuer. The Board has been provided with a certified copy of the Resolution. It is certified that all conditions, acts and things required by the Constitution and statutes of the State of Montana to exist, to have happened and to have been performed precedent to and in the issuance of this Note, exist, have happened and have been performed; and that the issuance of this Note does not cause the indebtedness of the City, to exceed any constitutional or statutory limitation. -3- .' IN WITNESS WHEREOF, the Issuer, by its Governing Body, has caused this Note to be executed by the signatures of the City Manager and Finance Director of the City of Bozeman, and has caused the seal of the City of Bozeman to be affixed thereto and has caused this Note to be dated as of the 2nd day of September, 1986. City of Bozeman Jim Wysocki, City Manager Miral Gamradt, Finance Director Attest: (Seal) Section 2.02. Terms. The Note shall be dated as of September 2, 1986, shall be issued in registered form only in the principal amount of $1,036,827 and shall mature on June 30, 1987. The Note shall bear interest at five and five-eights percent (5 5/8%) per annum, calculated on a 360-day year. The principal of the Note may be prepaid weekly on Wednesday or if a Wednesday is not a Business Day, on the next succeeding Business Day. Interest shall accrue on the Note to June 30, 1987 and shall be payable on June 30, 1987 or on a date prior thereto when the entire principal balance is paid. In addition the Issuer shall pay its pro-rata share of all Costs of Issuance (as defined in the Indenture), Program Expenses (as defined in the Indenture), and the capitalized interest deposited in Reserve Account B (as set forth in the Indenture), as certified by the Issuer. The Issuer shall be credited with all investment income earned on its account in the Loan Fund and its pro-rata share of other investment income under the Indenture, as determined by the Trustee in accordance with the procedure set forth in Exhibit A hereto, through the termination date of the Investment Agreement (as defined in the Indenture); provided in no event shall the amount of such credit exceed the amount of interest payable by the Borrower on the Note. From and after the date any interest payment is due, each Note shall bear interest at the rate of ten percent (10%) per annum until December 30, 1988 -4- . ' and thereafter at a rate equal to two percent (2%) greater than the rate payable by the Board on the Board of Investments Agreement. Section 2.03. Use and Disbursement of the Proceeds. The proceeds of the Note will be expended solely for the purposes for which the taxes or revenues were appropriated and for costs and expenses incident to the issuance and sale thereof. The proceeds from the sale of the Note to the Board shall remain in the Issuer's Account pending disbursement at the request of the Issuer to pay the budgeted expenditures in anticipation of which the Note was issued. Proceeds of the Note held in the Issuer's Account shall be invested pursuant to the Indenture and secure the Issuer's obligations hereunder and the Boards' obligations under the Indenture. Requests for disbursement shall be made in writing to the Trustee on a form approved by the Trustee. Requests for disbursement shall be delivered to the Trustee on or before the Monday of the week in which the Issuer wishes to receive funds (or the next following Business Day) and the Trustee shall advance the funds on the next succeeding Wednesday (or the next following Business Day). Prior to the purchase of the Note by the Board and the first disbursement, the Borrower shall have delivered to the Trustee a certified copy of this resolution and the executed Note in form satisfactory to the Issuer's Bond Counsel and such other certificates, documents and opinions as the Issuer or Trustee may require. Section 2.04. Payment and Security for the Note. In consideration of the purchase and acceptance of the Note by the Board, the provisions of this Note Resolution shall be a part of the contract of the Issuer with the Board. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the benefit of the Board. This Note shall constitute a general obligation of the Issuer and the principal of and interest on the Note shall be payable from the money derived from the taxes and revenues in anticipation of which they were issued, income from investment of the proceeds of the Note, and any money and funds of the Issuer otherwise legally available therefor. The Issuer shall enforce its rights to receive and collect all such taxes and revenues to insure the prompt payment of the Issuer obligations hereunder. Section 2.05. Refunding. If for any reason the revenues and taxes are insufficient to pay the principal of and interest on the Notes and the Issuer's obligations with respect thereto on June 30, 1987, the Issuer shall authorize the issuance and use its best efforts to sell additional notes pursuant to the Act to refund and pay the principal of and interest on the Notes and the other obligations with respect thereto on June 30, 1987. -5- ..I .' Section 2.06. Arbitrage. The Note is not authorized or issued, and it is not reasonably expected that the proceeds thereof will be used, in a manner that w'ould cause it to be "arbitrage bonds" within the meaning of Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the regulations thereunder. They will not be outstanding after a period ending 13 months after the date of issue, or for a period ending 60 days after the last date for payment without interest or penalty of the last installment of the tax anticipated thereby. The "cumulative cash flow deficit" of the Issuer during the present fiscal year, as defined in Section 1.103-14(c) (2) of said regulations, is estimated as shown on Exhibit A hereto. The forecasts do not reflect the receipt of proceeds of or the payment of principal and interest on the Note. The additions and deductions other than revenues and expenditures reflect inter-fund loans and cash receipts and disbursements related to revenues and expenditures accrued in the prior year. Except as set forth in such forecasts, it is not estimated that there will be any funds of the Issuer, which will be available for the payment of the above expenditures without a legislative, judicial or contractual requirement that such funds be reimbursed. The "maximum estimated cumulative cash flow deficit" during the period for which the Note will be outstanding is $1,036,827. ARTICLE III CERTIFICATIONS, EXECUTION AND DELIVERY Section 3.01. Authentication of Transcript. The City Manager and Finance Director and other officers of the City of Bozeman, are authorized and directed to prepare and furnish to the Board and to attorneys approving the validity of the Bonds, certified copies of this resolution and all other resolutions and actions of the Issuer and of said officers relating to the issuance and sale of the Note and certificates as to all other proceedings and records of the Issuer which are reasonably required to evidence the validity and marketability of the Note. All such certified copies and certificates shall be deemed the representations and recitals of the Issuer as to the correctness of the statements contained therein. Section 3.02. Execution. The Note shall be executed in the name of the Issuer and shall be executed on behalf of the Issuer by the signatures of the City Manager and Finance Director of the City of Bozeman and the seal of the Issuer affixed thereto. -6- " Section 3.03. Delivery. After the foregoing certifications have been made and the Note has been recorded in the office of the City Treasurer, City Finance Director or County Treasurer, as the case may be, or an agent. designated by such official shall deliver the Note to the Board upon payment of the purchase price as set forth herein. Passed and adopted by the City Commission of the City of Bozeman at a regular session thereof held on the 2nd day of September, 1986. '~l~;~~rt~ Ma~:~c\4c' L ATTEST: l. . -7-