Loading...
RES 1985-07 PARTICIPATION ECONOMIC DEVELOPEMENT RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF $ 351,937.00 TAX AND REVENUE ANTICIPATION .,.. _ BE IT RESOLVED BY THE GOVERNING BODY OF Jefferson Counter (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 Title 17, Chapter 5, Part 16, as amended. Board of Investments Agreement shall mean the Agreement between the Board and the Board of Investments, dated August 15, 1985. Bonds shall mean the Bonds issued by the Board pursuant to tie Indenture to finance the Program. Indenture shall mean the Indenture of Trust dated August 15, 1985 between the Board and the Trustee pursuant to which the Bonds are to be issued and all supplements thereto. Issuer shal-1 mean the Issuer above named. Issuer Account shall mean the account created for the .:_.Issuer in t e Loan Account. Local Government Unit shall have the meaning prescribed in Section 17 of the Act. Loan Fund shall mean the Fund by that name created by Section 4.02 of the Indenture. Note shall mean the Tax Anticipation and Revenue -,.Notess �. issued by the Issuer pursuant to the Note - Resolution ;and - purchased by Board from the proceeds of the Bonds.' - a a 4 ^ _ Note Resolution shall mean this Resolution. Pro2r 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, 1986 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 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 $ 351,937.00 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: UNIT -ED STATES OF AMERICA STATE OF MONTANA (NAME OF CITY, TOWN, COUNTY OR SCHOOL DISTRICT) TAX AND REVENUE ANTICIPATION NOTE DUE JUNE 30, 1986 Date: August 27, 1 985 No. 351,937.00 Principal Amount: $351,937.0o -2- The ( Name of City, Town, County or School District (the Issuer) for value received acknowledges itself to be indebted for value received and promises to pay to the Montana Economic Development Board (the Board), its successors or assigns, at the First Trust Company of Montana in Billings, Montana (the Trustee), the principal amount specified above on June 30, 1986, with interest thereon from the date hereof until June 30, 1986 at the rate of five and one -half percent (5.50$) per annum, calculated on a 360 day year. The principal of the Note may be prepaid on the first or fifteenth day of each month or if the first or fifteenth is not a Business Day, on the next succeeding Business Day. The Issuer shall notify the Trustee five days prior to any such prepayment. Interest shall be payable on June 30, 1986 or on a date prior thereto when the entire principal balance is paid. In addition to the payment of principal and interest on the Note, the Issuer shall pay to the Board or its successors or assigns its pro rata share of all costs of issuance and program expenses as determined by the the Board. The Issuer. shall be credited with investment income earned on its account in the Loan Fund (as defined'in the Resolution) and also credited with its pro -rata share of other investment income under the Indenture (as defined in the Resolution), as determined by the Trustee; 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, the Note shall bear interest at the rate of ten percent (10 %) per annum until September 26, 1986 and thereafter at the rate equal to two percent greater than the rate payable by the Board on the Board of Investments Agreement (as defined in the Resolution). 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 $ 351,937.00 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 Montana 1985 (the "Act") and pursuant to a resolution duly,adopted thereunder by the governing body of the Issuer on August 27, , 1985 (herein called the "Resolution"). This Note is issued in anticipation of taxes and revenues budgeted to be received and appropriated for expenditures during the fiscal year ending June 30, 1986. 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 -3- 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, Town, County or School District) to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer, by its Governing Body, has caused this Note to be executed by the signatures of the (Chairman of the Board of Trustees and Clerk of the District .(School Districtll Chairman of Board of County Commissioners, County Treasurer and County_Clerk. and Recorder (County)] (Mayor or City Manager and City Treasurer.or City Finance Director City and has caused the seal of City, Town, County or School District] to be affixed thereto and has caused this Note to be dated as of the 27th day of August , 1985. Jefferson Count By: l Y' Dou 1a K. Schmitz, Chair Je so County Boa d of issioners Su n4 filler, Treasurer panne McFarlane, Clerk & Recorder Attest: (Seal) Section 2.02. Terms. The Note shall be dated as of August 27, 1985, shall be issued in registered form only in the principal amount of $ 351,937.00 and shall mature on June 30, 1986. The Note shall bear interest at 5.50% per annum, calculated on a 360 -day year basis. The principal of the Note may be prepaid on the first or fifteenth day of each month or if the first or fifteenth is not a business day, on the next succeeding Business Day. The -4- Issuer shall notify the Trustee five days prior to any such prepayment. Interest shall be payable on June 30, 1986 or on a date prior thereto when the entire principal balance is paid. In addition to the payment of principal and interest on the Note, the Issuer shall pay to the Board or its successors or assigns its pro rata share of all Costs of Issuance (as defined in the Indenture) and Program Expenses (as defined in the Indenture) as determined 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 investment income earned on the Reserve Fund and Bond Fund through September 26, 1986, as determined by the Trustee pursuant to 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 September 26, 1985 and thereafter at a rate equal to two percent greater than the rate payable by the Board on the Board of Investments Agreement. On or before June 16, 1986, the Trustee will calculate the amount 'of principal and interest payable by the Issuer on June 30, 1986 and prepare and mail a statement therefor to the Issuer. In calculating the amount of. interest due, the Trustee shall credit the Issuer for investment income anticipated to be received as calculated pursuant to the Indenture through September 26, 1986. If the actual investment income on a Borrower's Account through September 26, 1986 is less than the amount so calculated and billed to the Issuer as due on June 30, 1986, the Issuer shall forthwith pay the amount of such difference. 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 shall secure the Issuer's obligations hereunder and the Board's 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 second Monday of a month (or the next following Business Day) and the Trustee shall advance the funds on the next succeeding Monday (or the next following Business Day). No disbursement shall be made after June 14, 1986. Prior to the purchase of the Note by the Board and the first disbursement, the Borrower shall have delivered to the Trustee (i) a certified copy of this -5- resolution and the executed Note, (ii) a no- arbitrage certificate in form satisfactory to the Board's Bond Counsel and (iii) such other certificates, documents and opinions as the Board 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, 1986, 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, 1986. Section 2.06. Assignment to Trustee The Issuer hereby agrees that the Board may assign all of its right, title and interest in this Resolution and the Note to the Trustee to secure its obligations under the Indenture and consents to the. enforcement of such right, title and interest by the Trustee or -its assigns. 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 would 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. -6- a 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 $ 351,937.00 ARTICLE III CERTIFICATIONS, EXECUTION AND DELIVERY Section 3.01. Authentication of Transcript The Chair and Vice -Chair , and other officers of the Commission 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 [Chairman of the Board of Trustees and Clerk of the District (School District)] Chairman. of Board of CountX Commissioners, County Treasurer and Count Clerk and Recorder County Mayor or City Manager and City Treasurer or City Finance Director (City)] the signatures of the Board o Commissioners and' the seal of the Issuer affixed thereto. Section 3.03. Del After the foregoing certifications have been maad the Issuer shall deliver the Note to the Board upon payment of the purchase price as set forth in Section 1.03. ATTEST: -7- 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 $ 351,937.00 ARTICLE III CERTIFICATIONS, EXECUTION AND DELIVERY Section 3.01. Authentication of Transcript The Chair and vice -Chair ,- and other officers of the Commission , 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 ( Chairman of the Board of Trustees and Clerk of the District (School District)] (Chairman of Board of Count. Commissioners, County Treasurer and Count Clerk and Recorder (Count [Mayor or.City Manager and Cit Treasurer or City Finance Director _(City )] by the signatures of the Board of commissioners , and the seal of the Issuer affixed thereto. Section 3.03. Delivery. After the foregoing certifications have been made and the Issuer shall deliver the Note to the Board upon payment of the purchase price as set forth in Section 1.03. UNITED STATES OF AMERICA STATE OF MONTANA (NAME OF CITY, TOWN, COUNTY OR SCHOOL DISTRICT) TAX AND REVENUE ANTICIPATION NOTE DUE JUNE 30, 1986 Date: August 27, 19 No. $ 351,937 Principal Amount: $351,937.00 The ( Name of City, Town, County or School District (the Issuer) for value received acknowledges itself to be indebted for value received and promises to pay to tlxe Montana Economic Development Board (the Board), its successors or assigns, at the First Trust Company of Montana in Billings, Montana (the Trustee), the principal amount specified above on June 30, 1986 with interest thereon from the date hereof until June 30, 1986 at the rate of five and one -half percent (5.50 %) per annum, calculated on a 360 day year basis. The principal of the Note may be prepaid on the first or fifteenth day of each month or if the first or fifteenth is not a Business Day, on the next succeeding Business Day. The Issuer shall notify the Trustee five days prior to any such prepayment. Interest shall be payable on June 30, 1986 or on a date prior thereto when the entire principal balance is paid. In addition to the payment of principal and interest on the Note, the Issuer shall pay to the Board or its successor or assigns its pro rata share of all costs of issuance and program expenses as determined by the Board. The Issuer shall be credited with investment income earned on its account in the Loan Fund and its pro -rata share of other investment income under-the Indenture (as defined in the Resolution), as determined by the Trustee; 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, the Note shall bear interest at the rate of ten percent (10 %) per annum until September 26, 1986 and thereafter at the rate equal to two percent greater than the rate payable by the Board on the Board of Investments Agreement (as defined in the Resolution). 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 $ 351,937.00 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 Montana 1985 (the "Act ") and pursuant to a resolution duly adopted thereunder by the governing body of the Issuer on August 27 , 1985 (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, 1986. 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 Board and its successors and assigns 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 Issuer to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Issuer, by its Governing Body, has caused this Note to be executed by the signatures of the [Chairman of the Board of Trustees and Clerk of the District (School District)] Lchairman of Board of County Commission County Treasurer and County Clerk and Recorder (County) [Mayor or City Manager and City or City Finance Directo (City) and has caused the seal of the [ City, Town, County or School District to be affixed thereto and has caused this Note to be dated as of the 27th day of . _ August 1985, Jefferson Count B y : t JJ Chaff Board of Comnissio s T surer Clerk and Recorder Attest: (Seal) -2- MONTANA CASH ANTICIPATION FINANCING PROGRAM Request and Authorization Relating to the Disbursement or Repayment of Funds First Trust Company of Montana 303 North Broadway Billings, Montana - 59118 Attention: Corporate Trust Department Name of Issuer • Je ff er son Co unty Amount of Requested Disbursement: $ 76,513. Amount of Intended Repayment: $ 76,51 This Request and Authorization is required to be completed by each local government unit (the Issuer) participating in the Montana Economic Development Board's (the Board) Cash Anticipation Financing Program: (i) when the Issuer desires the Board to disburse funds to the Issuer, or (ii) when the Issuer desires to prepay principal or interest on the Note sold by the Issuer to the Board. Requests for the disbursement of funds must be delivered to the Trustee on or before the second Monday (or the next business day if Monday is not a business day) of the month in which funds are desired. The Issuer must notify First Trust Company of Montana (the Trustee) of its intent to prepay principal or interest (other than - payments at maturity) five days prior to the payment date, which must be either the first or the fifteenth day of the month, or if such day is not a business day, the next succeeding business day. Paragraph 3 must be completed for requested disbursements, and paragraph 4 for intended repayments. The undersi.xgned, being the duly qualified and acting Chairman of the Jefferson County Commissione Issuer) , hereby,certifies as follows: 1. The Issuer has issued and sold to the Montana Economic Development Board (the Board) its Tax and Revenue Anticipation Note. 2. The undersigned is duly authorized by the Issuer to execute this request and authorization on behalf of the Issuer. 3. The Issuer hereby requests the Trustee to disburse from the Issuer's Account in the Loan Fund held by the Trustee the sum stated above (the Disbursement). The Disbursement is for the purpose of and will be used for the payment of budgeted expenditures in anticipation of which the Note was issued and is not for the purpose of reinvestment. The Disbursement shall be (select one): (a) _X Wired to Account No. 01 942 4 in the 1st interstate Bank __Billiags (Bank) for the account of the Issuer; or (b) Mailed to the undersigned in the form of a check. 4, The Issuer hereby gives notice of its intention to repay to the Trustee the sum of $ 76,513.00 The repayment will be made on October 15, 1985 by (se ect one ) (a) X Check; or (b) Wire transfer from (Bank) Date: August 27, 198 Jeffe on C IS er ) By: Its mali, Board of Cammis 'oners 'F Book 30 Misc. page 109 U1.... EXHIBIT B Form of Resolution �O, CLERK ad RECOM Be It Resolved By the governing body of the _Jefferson County (the Participant), as follows: Section 1. The Montana Economic Development Board (the Board) proposes to purchase Notes from qualified local government units, pursuant to its Cash Anticipation Financing Program, to finance accumulated cash flow deficits of such 1 - gaveeecmen -s. ....A. form of Participation Agreement has been presented to and reviewer: by this board. Section 2. The Participant is hereby authorized to participate in the Program and to issue and sell Notes to the Board pursuant to the Program for the purpose of financing estimated accumulated cash flow deficits. The form of the Participation Agreement is hereby approved and the Chairman is hereby authorized to execute the same on behalf of the Participant with such additions and corrections thereto as may be approved by the Commission and the Participant's legal counsel. CERTIFICATION The undersigned, being duly qualified and acting Chjirn of the Jefferson C ounty Board of Commissionevshereby certifies that the foregoing is a true and correct copy of a resolution duly and validly adopted by the commission_ _ , at a meeting duly called, noticed and held at 4:30 o'clock p .m. on J 15 — J, 1985, at . Boulder , Montana, at which a quorum was present and acting throughout. _ -fier o 'Co Qlfrle4 - rij-S- -�- By Its Cha irman c 11*13 5f3 _ r At st d Recorders Offi State of Morttartal ti U+ Clerk and Recorder Courts at Jcfter i I re ttty that the wit in ktstrtr" W86 Wok r-oa I this daY Ot A " - , r Av. 8t o'clockf M., and �'. 4 ofG- .. • • ' orded in hook on gage aun aswQer - 6 - By Deputy r Fee Indexed—..+.44) 1 r' _ t s V ,ow. ,, �