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RES 1985-03 GENERAL OBLIGATION BONDS FOR JAIL r � CERTIFICATION OF;MINUTES RELATING TO $900,000 GENERAL OBLIGATION BONDS, SERIES 1985 Issuer: Jefferson County, Montana. Governing Body: Board of County Commissioners Kind, date, time and place of meeting: A regularly scheduled meeting, held on February 19, 1985, at 9 :30 o'clock A.M., in the Jefferson County Courthouse. Members present: Glen Stevens, Douglas Schmitz, James McCauley. Members absent: None. Documents attached: Minutes of said meeting (including): RESOLUTION RELATING TO $900,000 GENERAL OBLIGATION BONDS, SERIES 1985; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT THEREOF. I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents are a correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken aPd all documents approved by the governing body at said meeting, so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this i n day of February, 1985. ANNE P. McFARLANE (SEAL) County Clerk and Recorder f 4' Member Schmitz introduced the following resolution,and moved its adoption: RESOLUTION RELATING TO $900,000 GENERAL OBLIGATION BONDS, SERIES 1985; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT THEREOF. BE IT RESOLVED by the Board of County Commissioners (the Board) of Jefferson County, Montana (the County), as follows: Section 1. Authorization and Sale. At an election duly called and held November 6, 1984, the electors of the County authorized the issuance and sale of $900,000 general obligation bonds (the Bonds) of the County for the purpose of building a new jail -law enforcement facility. Pursuant to such authorization, this Board at a public sale duly noticed and held on January 22, 1985, awarded the sale of the Bonds to D. A. Davidson & Co., Incorporated, of Great Falls, Montana, and associates on a bid to purchase the Bonds at a price equal to the principal amount thereof and accrued interest to the date of delivery, the Bonds to bear interest at the rates designated by the purchaser in such bid and as set forth in Section 3.01 of this resolution, which rates result in a net interest rate of 9.272619% (a total net interest cost of $876,262.50). It is now desirable, proper and in the best interest of the County that the form and details of the Bonds be set forth and prescribed in the official proceedings of this Board. Section 2. Forms of Bonds and Additional Interest Certificates 2.01. The Bonds shall be printed in substantially the following form: [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MONTANA COUNTY OF JEFFERSON GENERAL OBLIGATION BOND, SERIES 1985 No. $ Maturity Date of Rate Date Original Issue CUSIP March 1, 1985 REGISTERED OWNER: SEE REVERSE FOR CERTAIN DEFINITIONS PRINCIPAL AMOUNT: DOLLARS KNOW ALL MEN BY THESE PRESENTS that Jefferson County, State of Montana (the County), 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 below, on any date prior thereto on which it shall have been duly called for redemption, and to pay interest on said principal amount to the registered owner named above from the date of original issue hereof until this Bond is paid or, if this 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 at the principal corporate trust office of Norwest Capital Management & Trust Co., in Helena, Montana, as Bond Registrar, Transfer Agent and Paying Agent (the Registrar) or its successor designated under the Resolution described herein. Interest on this Bond is payable semiannually on each March 1 and September 1 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 bor►d register maintained by the Registrar. -2- 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 County have been and are hereby irrevocably pledged. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place. 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 manual signature of one of its authorized representatives. IN WITNESS WHEREOF, Jefferson County, State of Montana, by its Board of County Commissioners, has caused this Bond to be executed by the facsimile signatures of the Chairman of the Board of County Commissioners and the County Treasurer,.attested by the facsimile signature of the County Clerk and Recorder, and by a facsimile of the official seal of the County and has caused this Bond to be dated as of the date of original issue set forth above. Date of Authentication: Attest: (Facsimile Signature) (Facsimile Signature) County Clerk and Chairman of the Board of Recorder County Commissioners (Facsimile Signature) County Treasurer (Facsimile Seal) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. NORWEST CAPITAL MANAGEMENT & TRUST CO., as Registrar By Authorized Signature -3- [Reverse of the Bonds] This Bond is one of an issue in the total principal amount of $900,000, all of like date of original issue and tenor except as to serial number, denomination, maturity date, interest rate and redemption privilege, all authorized by the favorable vote of more than the requisite majority of the qualified electors of the County voting on the question of the issuance thereof at an election duly held, for County building purposes, all pursuant to resolutions duly adopted by the Board of County Commissioners, including a resolution adopted on February 19, 1985 (the Resolution), and in full conformity with the Constitution and laws of the State of Montana thereunto enabling. The Bonds are issuable only as fully registered Bonds of single maturities, in denominations of $5,000 or any integral multiple thereof. Bonds of this issue maturing in the years 1986 through 1995 are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in the years 1996.through 2005 are each subject to redemption and prepayment at the option of the County, in inverse order of maturities and by lot within a maturity, on March 1, 1995 and any interest payment date thereafter, at a price equal to the principal amount thereof plus interest accrued to the redemption date. Notice of the call for redemption of any Bond prior to its stated maturity date will be mailed, at least thirty days before said redemption date, to the Registrar and to the registered owner thereof. Upon partial redemption of any 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 County at the principal corporate trust office of the Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon any such transfer or exchange, the County will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest -4- at the same rate and 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 County 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 County 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 County 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 Board of County Commissioners will annually levy an ad valorem.tax on all of the taxable property in the County sufficient to pay the interest hereon when it falls due and also to pay and discharge the principal of this Bond at maturity; and that this Bond, together with all other indebtedness of the County outstanding on the date of original issue hereof and on the date of its actual issuance and delivery, does not exceed any constitutional or statutory limitation of indebtedness. 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 UNIF GIFT MIN ACT...... Custodian... in common (Cust) (Minor) TEN ENT as tenants by the entireties under Uniform Gifts to JT TEN -- as joint tenants Minors with right of _ survivorship and Act ....................... not as tenants in (State) common -5- Additional abbreviations may also be used although not in the above list 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 OF ASSIGNEE to this assignment must correspond with the name as it appears.upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. 2.02. A copy of the text of the legal opinion of Bond Counsel shall be printed on the reverse side of each of the Bonds and identified by a certificate in the following form: We certify that the above is a full, true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Bonds of Jefferson County, Montana, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) (Facsimile Signature) County Clerk and Chairman of the Board of Recorder County Commissioners (Facsimile Signature) County Treasurer -6- Section 3. Bond Terms, Execution and Delivery 3.01. The Bonds shall be denominated "General Obligation Bonds, Series 1985." The Bonds shall be in the denomination of $5,000 each or any integral multiple thereof. The Bonds shall mature on September 1 in the years and amounts listed below, and 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 1986 $45,000 9.25 1987 $45,000 9.25 1988 $45,000 9.25 1989 $45,000 9.25 1990 $45,000 9.25 1991 $45,000 9.25 1992 $45,000 9.00 1993 $45,000 9.00 1994, $45, 00,0 9.00 1995 $45,000 9.00 1996 $45,000 9.00 1997 $45,000 9.00 1998 $45,000 9.10 1999 $45,000 9.20 2000 $45,000 9.30 2001 $45,000 9.40 2002 $45,000 9.50 2003 $45,000 9.50 2004 $45,000 9.50 2005 $45,000 9.50 3.02. The Bonds shall be issuable only in fully registered form, and the ownership of the Bonds shall be transferred only upon the bond register of the County hereinafter described. The interest on the Bonds shall be payable on March 1 and Septem er 1 in each year, commencing September 1, 198 ,94 Interest on the Bonds shall be payable to the owners of record thereof as such appear on the bond register as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. Interest on, and upon presentation and surrender thereof, the principal of each Bond, and, upon presentation and surrender thereof, shall -7- be payable by check or draft issued by the Registrar described herein. 3.03. Each Bond shall be originally dated as of March 1, 1985, and upon authentication of any Bond the Bond Registrar, Transfer Agent and Paying Agent shall indicate thereon the date of such authentication. 3.04. The County shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the County and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any 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 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 after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchan a of Bonds. Whenever any Bond is surrendered Sy the registered owner for exchange, the Registrar shall authenticate and deliver one or more new 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 Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the County. -8- (e) Improper or Unauthorized Transfer when any 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 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 County and the Registrar may treat t e person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such 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 County upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges For every transfer or exchange of Bonds, 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) Mutiliated, Lost Stolen or Destroyed Bonds In case any Bond shall ecome mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such 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 Bond lost, stolen or destroyed, upon filing with the Registrar of evidence satisfactory to it that such 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 County and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the County. If -9- the mutilated, lost, stolen or destroyed Bond has already matured or such Bond has been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. 3.05. The County hereby appoints Norwest Capital Management & Trust Co., in Helena, Montana as the initial Registrar. The Chairman and Treasurer are authorized to execute and deliver, on behalf of the County, a contract with Norwest Capital Management & Trust Co., as Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The County agrees to pay the reasonable and customary charges of the Registrar for the services performed. The County reserves the right to remove any Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Board, the County Treasurer shall transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 3.06. Bonds maturing in the years 1986 through 1995 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1995 through 2005 shall each be subject to redemption and prepayment in inverse order of maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot, at the option of the County on March 1, 1995 and any interest payment date thereafter, at a price equal to the principal amount thereof and interest accrued to the redemption date. Notice of redemption of any Bond prior to its stated maturity shall be mailed, at least thirty days before said redemption date, to the Registrar and to the registered holder thereof. 3.07. The Bonds shall be forthwith prepared for execution under the direction of the County Clerk and Recorder and the purchaser, and shall be executed on behalf of the County by the signatures of the Chairman of the Board of County Commissioners and County Treasurer, attested by the signature of the County Clerk and Recorder, and shall be sealed with the official seal of the County, provided that said signatures and the seal may -10- be printed, engraved or lithographed facsimiles thereof. on the reverse side of each Bond shall be printed a copy of the legal opinion to be rendered by Bond Counsel, certified by the facsimile signatures of the Chairman, Treasurer and Clerk and Recorder. In case any officer whose signature or a facsimile of whose signature shall appear on the 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 Bonds have been so executed by said County officers, they shall be registered by the County Treasurer in accordance with Montana Code Annotated, Section 7 -7 -2257. Notwithstanding such execution, no 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 Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive.evidence that it has been authenticated and delivered under this resolution. When.the Bonds have been fully executed and authenticated, they shall be delivered by the County Treasurer 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. Section 4. Tax Levies The full faith, credit and taxing powers of the County shall be and are hereby irrevocably pledged to the payment of the Bonds and interest due thereon, and the County shall cause taxes to be levied annually on all taxable property in the County sufficient to pay the interest on the Bonds when it falls due and to pay and discharge the principal at maturity of each and all of the Bonds as they respectively become due. Section 5. Arbitrage and Certification of Proceedings 5.01. The Chairman, Treasurer and Clerk and Recorder, being the officers of the County charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the purchaser thereof a certification in order to satisfy the provisions of Sections 1.103 -13, 1.103 -14 and 1.103 -15 of the Treasury Regulations. Such certification shall state that on the basis of the facts, -11- estimates and circumstances in existence on the date of issue and delivery of the Bonds as therein set forth, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds," and the certification shall further state that to the best of the knowledge and belief of the certifying officers there are no other facts, estimates or circumstances that would materially change such expectation. 5.02. The officers of the County are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to Dorsey & Whitney, bond counsel, certified copies of all proceedings and records of the County relating to the Bonds and to the organization and financial condition and affairs of the County, and such affidavits and other information as may be required to show the facts relating to the legality and marketability of the Bonds as the same appear from books and records under their custody and control or as otherwise known to them; and all such certified copies, and affidavits, including any heretofore furnished, shall constitute representations of the County as to the truth of the facts purported to be shown thereby. 5.03. The County covenants and agrees with the holders from time to time of the 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 Bonds to become subject to taxation under the Internal Revenue Code of 1954, as amended, and the Treasury Regulations issued thereunder, as now existing or as hereafter amended or proposed and in effect at the time of such action. 5.04. All resolutions and parts of resolutions heretofore adopted by this Board which are in conflict herewith are hereby amended so to conform with the provisions of this resolution An , as so amended, are hereby ratified and confi rme Cheri iman Attest: — � L unty Clerk and Recorder -12- The motion for the adoption of the foregoing resolution was duly seconded by member McCauley ► and upon vote being taken thereon, the following voted in favor thereof: Glen Stevens, Douglas Schmitz and James McCauley , and the following . voted against the same: N one. whereupon the resolution was declared duly passed and ► adopted and was signed by the Chairman and attested by the County Clerk and Recorder. -13- V'Y) 7W-