Resolved by the Commission of the City of Battle Creek:
WHEREAS, the City of Battle Creek, County of Calhoun, State of Michigan (the “City”), has incorporated the Battle Creek Downtown Development Authority (the “DDA”) pursuant to the provisions of Act 197, Public Acts of Michigan, 1975, as amended (the “DDA Act”), and the City has approved the DDA’s Tax Increment Financing and Development Plan, as amended (the “DDA Plan”) in the DDA’s Tax Increment Finance District (“Tax Increment Finance District”); and
WHEREAS, in order to refinance part of the development program described in the DDA Plan, the City issued its Downtown Development Refunding Bonds, Series 2008 (Limited Tax General Obligation), in the original aggregate principal sum of $53,285,000 on February 13, 2008 (the “2008 Bonds”), and the 2008 Bonds are other protected obligations as defined in the DDA Act; and
WHEREAS, the primary security pledged for payment of the principal of and interest on the 2008 Bonds is the tax increment revenues derived from the DDA Plan (the “Tax Increment Revenues”), and the DDA pledged the Tax Increment Revenues for payment of debt service on the 2008 Bonds; and
WHEREAS, the taxable value of the Tax Increment Finance District has declined, substantially reducing the security pledged by the DDA; and
WHEREAS, the DDA Act was amended by Act 66, Public Acts of Michigan, 2013, to permit the City to issue other protected obligations in order to refund an other protected obligation issued on February 13, 2008 even if the refunding does not produce present value savings; and
WHEREAS, the City issued its $3,675,000 Downtown Development Refunding Bonds, Series 2013 (Limited Tax General Obligation) (Taxable) (the “2013 Refunding Bonds”) in order to refund a portion of the 2014, 2015 and 2016 maturities of the 2008 Bonds in order to better match the City’s annual debt service costs to the substantially reduced estimated annual Tax Increment Revenues; and
WHEREAS, the City proposes to refund an additional portion of the 2008 Bonds through issuance of Downtown Development Refunding Bonds, Series 2017 (Limited Tax General Obligation) (Taxable) in an original aggregate principal amount currently estimated not-to-exceed $24,000,000 (the “2017 Refunding Bonds”) in order to better match the City’s annual debt service costs to the substantially reduced estimated annual Tax Increment Revenues; and
WHEREAS, the DDA estimates that, if the 2017 Refunding Bonds are issued as qualified refunding obligations under the DDA Act, then the Tax Increment Revenues as projected on Exhibit A will be sufficient for payment of debt service on the proposed 2017 Refunding Bonds, the unrefunded portion of the 2008 Bonds, and the 2013 Refunding Bonds; and
WHEREAS, on January 23, 2017, the DDA board adopted a resolution to pledge the Tax Increment Revenues for payment of debt service on the 2017 Refunding Bonds; and
WHEREAS, the City has been advised that the refunding of a portion of the 2008 Bonds through issuance of the 2017 Refunding Bonds will not result in a net present value savings to the City; and
WHEREAS, Robert W. Baird & Co, Incorporated (the “Financial Advisor”) has advised the DDA that under current market conditions, the refunding will produce preliminary estimated net present value dis-savings of $391,620; and
WHEREAS, the City is now empowered and desires to authorize the issuance of the 2017 Refunding Bonds; and
WHEREAS, the City Commission wishes to authorize the Finance Director (the “Authorized Officer”) to sell and deliver and receive payment for the 2017 Refunding Bonds without the necessity of the City Commission taking further action prior to sale and delivery of the 2017 Refunding Bonds.
NOW, THEREFORE, BE IT RESOLVED:
1. The City shall issue the 2017 Refunding Bonds in an original aggregate principal amount not-to-exceed Twenty-Four Million Dollars ($24,000,000) as finally determined by the Authorized Officer on sale thereof, for the purpose of refunding a portion of the 2008 Bonds (the portion refunded are the “Refunded Bonds”) including paying costs of issuance and other expenses incidental to the financing.
2. The 2017 Refunding Bonds shall be designated as the Downtown Development Refunding Bonds, Series 2017 (Limited Tax General Obligation) (Taxable). The 2017 Refunding Bonds shall be serial or term bonds maturing in the amounts and on the dates as the Authorized Officer shall provide at the time of sale of the 2017 Refunding Bonds. The 2017 Refunding Bonds will consist of Bonds registered as to principal and interest of the denomination of $5,000 or multiples of $5,000 not exceeding for each maturity the aggregate principal amount of such maturity, dated as of the date of delivery thereof or such other date as determined at the time of sale, numbered as determined by the Transfer Agent (defined below) and shall bear interest at a rate or rates to be determined upon sale of the 2017 Refunding Bonds, payable on dates determined at the time of sale. The 2017 Refunding Bonds may be issued in book-entry-only form through The Depository Trust Company in New York, New York (“DTC”), and the Authorized Officer is authorized to execute such custodial or other agreement with DTC as may be necessary to accomplish the issuance of the 2017 Refunding Bonds in book-entry-only form and to make such changes in the form of the 2017 Refunding Bonds within the parameters of this Resolution as may be required to accomplish the foregoing.
Interest on The 2017 Refunding Bonds shall be payable to the registered owner of record as of the 15th day of the month prior to the payment date for each interest payment as shown on the registration books of the City maintained by the Transfer Agent, by check or draft mailed to the registered owner at the registered address. The date of determination of registered owner for purposes of payment of interest as provided in this paragraph may be changed by the City to conform to market practice in the future. The principal of the 2017 Refunding Bonds shall be payable at the designated office of the Transfer Agent.
Interest shall be paid by check drawn on the Transfer Agent and mailed to the registered owners of the 2017 Refunding Bonds at the registered addresses, as shown on the registration books of the City maintained by the Transfer Agent. Interest shall be payable to the registered owner of record as of the fifteenth day of the month prior to the payment date for each interest payment. The date of determination of registered owner for purposes of payment of interest as provided in this paragraph may be changed by the City to conform to market practice in the future. The principal of the 2017 Refunding Bonds shall be payable at the designated office of the Transfer Agent.
Notwithstanding the foregoing, if the 2017 Refunding Bonds are held in book-entry form by DTC, payment shall be made in the manner prescribed by DTC.
U.S. Bank, National Association (the “Transfer Agent”) is hereby selected as registrar and transfer agent for the 2017 Refunding Bonds. The Authorized Officer is authorized to execute an agreement with the Transfer Agent on behalf of the City. The City may designate a new Transfer Agent by notice mailed to the registered owner of each of the 2017 Refunding Bonds at such time outstanding not less than sixty (60) days prior to an interest payment date.
The 2017 Refunding Bonds shall be subject to redemption prior to maturity as finally determined by Authorized Officer upon sale of the 2017 Refunding Bonds. Unless waived by any registered owner of 2017 Refunding Bonds to be redeemed, official notice of redemption shall be given by the Transfer Agent on behalf of the City. Such notice shall be dated and shall contain at a minimum the following information: original issue date; maturity dates; interest rates; CUSIP numbers, if any; certificate numbers (and in the case of partial redemption) the called amounts of each certificate; the redemption date; the redemption price or premium; the place where bonds called for redemption are to be surrendered for payment; and that interest on bonds or portions thereof called for redemption shall cease to accrue from and after the redemption date.
In addition, further notice shall be given by the Transfer Agent in such manner as may be required or suggested by regulations or market practice at the applicable time, but no defect in such further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed herein.
The 2017 Refunding Bonds shall be signed with the manual or facsimile signatures of the Mayor and the City Clerk of the City. The 2017 Refunding Bonds shall have the corporate seal of the City impressed or imprinted thereon. No bond of this series shall be valid until authenticated by an authorized officer of the Transfer Agent. After execution, the 2017 Refunding Bonds shall be delivered to the purchaser thereof by the Authorized Officer upon payment of the purchase price therefor.
Executed blank bonds for registration of transfer shall simultaneously, and from time to time thereafter as necessary, be delivered to the Transfer Agent for safekeeping.
Any of the 2017 Refunding Bonds may be transferred upon the books required to be kept pursuant to this section by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of the bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form approved by the Transfer Agent. Whenever any bond or bonds shall be surrendered for transfer, the City shall execute and the Transfer Agent shall authenticate and deliver a new bond or bonds, for like aggregate principal amount. The Transfer Agent shall require the payment by the bondholder requesting the transfer of any tax or other governmental charge required to be paid with respect to the transfer.
The Transfer Agent shall keep or cause to be kept, at its principal office, sufficient books for the registration and transfer of the 2017 Refunding Bonds, which shall at all times be open to inspection by the City; and, upon presentation for such purpose, the Transfer Agent shall, under such reasonable regulations as it may prescribe, transfer or cause to be transferred, on said books, bonds as hereinbefore provided.
The Transfer Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty (60) days’ notice to the City and the registered owners of the 2017 Refunding Bonds. The Transfer Agent may be removed by the City upon 60 days’ notice to the Transfer Agent.
In the event of the resignation or removal of the Transfer Agent, the Transfer Agent shall pay over, assign and deliver all moneys and 2017 Refunding Bonds held by it in such capacity to its successor. The City upon receipt of notice of resignation or the removal of the Transfer Agent shall appoint a successor Transfer Agent by notice mailed to the registered owner not less than 60 days prior to the effective date of the appointment which shall also be not less than 60 days prior to any maturity date.
3. The 2017 Refunding Bonds shall be issued in anticipation of and payable in the first instance from Tax Increment Revenues, including any revenues received by the City or the DDA in substitution for ad valorem property taxes which would otherwise be a part of Tax Increment Revenues, including state paid reimbursements for property tax exemptions and revenues received from the State under Section 13b of the DDA Act in lieu of or in replacement of tax increment revenues The Tax Increment Revenues, which are anticipated to be in amounts sufficient to pay principal of and interest on the 2017 Refunding Bonds, the unrefunded portion of the 2008 Bonds, and the 2013 Refunding Bonds, are hereby pledged to the payment of the 2017 Refunding Bonds. In addition, the City hereby pledges its full faith and credit for the prompt payment of the 2017 Refunding Bonds. Should the Tax Increment Revenues at any time be insufficient to pay principal of and interest on the 2017 Refunding Bonds as the same become due, then the City shall advance as a first budget obligation from any funds legally available therefor, or, if necessary, levy taxes upon all taxable property in the City subject to applicable constitutional, statutory and charter tax rate limitations, such sums as may be necessary to pay principal of and interest on the 2017 Refunding Bonds. The City shall be reimbursed for any such advance by the DDA from Tax Increment Revenues.
The City reserves the right to issue additional bonds of equal standing with the 2017 Refunding Bonds as to the Tax Increment Revenues, subject to the limitations of the DDA Act.
4. The Treasurer of the City or the Authorized Officer is authorized and directed to open a separate depository or trust account with a bank or trust company to be designated as the 2017 Downtown DEVELOPMENT REFUNDING BONDS DEBT RETIREMENT FUND (the “Debt Retirement Fund”). The moneys to be deposited into the Debt Retirement Fund will be specifically earmarked and used solely for the purpose of paying principal of and interest on the 2017 Refunding Bonds. All Tax Increment Revenues pledged by the DDA for payment of the 2017 Refunding Bonds, money transferred from the general fund of the City, if any, and all proceeds from taxes levied, if any, for the payment of principal of and interest on the 2017 Refunding Bonds shall be deposited into the Debt Retirement Fund. Accrued interest and premium received upon delivery of the 2017 Refunding Bonds shall also be deposited in the Debt Retirement Fund. Moneys in the Debt Retirement Fund may be invested by the City in the obligations in which the City is permitted to invest under state law.
In the event cash, or direct obligations of the United States, or obligations the principal of and interest on which are guaranteed by the United States, or a combination thereof, the principal of and interest on which, without reinvestment, come due at times and in amounts sufficient to pay at maturity or irrevocable call for earlier optional or mandatory redemption, the principal of, premium, if any, and interest on the 2017 Refunding Bonds, shall be deposited in trust, this resolution shall be defeased and the owners of the 2017 Refunding Bonds shall have no further rights under this resolution except to receive payment of the principal of, premium, if any, and interest of the 2017 Refunding Bonds from the cash or securities deposited in trust and the interest and gains thereon and to transfer and exchange bonds as provided herein.
The Debt Retirement Fund may be pooled or combined with other debt retirement funds for issues of bonds of like character as provided by the Revised Municipal Finance Act, Act 34, Public Acts of Michigan, 2001, as amended or other state law.
5. U.S. Bank, National Association (the “Escrow Trustee”) is hereby selected to serve as Escrow Trustee to provide for the safekeeping, administration and disposition of an Escrow Fund (the “Escrow Fund”) to provide for payment of the Refunded Bonds and to execute an Escrow Agreement (the “Escrow Agreement”) and deliver it to the Escrow Trustee. The Escrow Agreement shall provide for the payment of the principal of and interest on the Refunded Bonds. Upon receipt of proceeds of the 2017 Refunding Bonds, there shall be deposited into the Escrow Fund, from Refunding Bond proceeds, together with any monies transferred by the City at the time of sale of the 2017 Refunding Bonds from the Debt Retirement Fund for the 2008 Bonds and any other available funds of the City, deposits of cash and Government Obligations to be used pursuant to the terms of the Escrow Agreement to pay principal and interest on the Refunded Bonds. The term “Government Obligations” means any bonds or other obligations, not callable at the option of the issuer thereof, which as to principal and interest constitute direct obligations of the United States of America, or direct obligations of United States agencies which are unconditionally guaranteed as to principal and interest by the United States of America, including stripped direct United States Treasury Obligations or stripped Resolution Funding Corporation Obligations. The Escrow Fund shall be held in trust by the Escrow Trustee pursuant to the Escrow Agreement, which shall irrevocably direct the Escrow Trustee to take all necessary steps to call for redemption any portion of the Refunded Bonds to be redeemed prior to their maturity, including mailing of redemption notices, on any date specified by the City on which the Refunded Bonds may be called for redemption. The amounts deposited in the Escrow Fund shall be such that the principal and interest payments received thereon will be sufficient, without reinvestment, to pay the principal and interest on the Refunded Bonds as they become due pursuant to maturity or the call for redemption.
The Authorized Officer is hereby authorized to purchase, or cause to be purchased, escrow securities, including, but not limited to, United States Treasury Obligations – State and Local Government Series (SLGS), or other Government Obligations, or other securities as permitted by law, in an amount sufficient to fund the Escrow Fund.
Upon receipt of the proceeds of sale of the 2017 Refunding Bonds, the accrued interest and premium, if any, shall be deposited in the Debt Retirement Fund and used to make the initial debt service payment of the 2017 Refunding Bonds.
At the option of the Authorized Officer, the costs of the issuance of the 2017 Refunding Bonds may be paid from a fund established for that purpose in the Escrow Agreement (the “Issuance Fund”).
6. From the proceeds of sale of the 2017 Refunding Bonds, there first shall be deposited into the Escrow Fund cash and Government Obligations in the amount required by Section 5.
Next the City shall deposit any accrued interest and premium received from the purchaser of the 2017 Refunding Bonds in the Debt Retirement Fund to be used to make the initial interest payments on the 2017 Refunding Bonds, provided, however, that at the discretion of the Authorized Officer, all or a portion of the premium may be deposited to the Escrow Fund.
The balance of the proceeds of the sale of the 2017 Refunding Bonds shall be deposited in the Issuance Fund to be used to pay legal, financing or other expenses incidental to issuance of the 2017 Refunding Bonds. Any remaining balance shall be paid into the Debt Retirement Fund.
7. The 2017 Refunding Bonds shall be in substantially the following forms with such changes as shall be required to conform to the final terms of the 2017 Refunding Bonds established upon sale thereof:
[FORM OF BOND
TO BE COMPLETED AFTER BOND SALE]
United States of America
State of Michigan
County of Calhoun
CITY OF BATTLE CREEK
DOWNTOWN DEVELOPMENT REFUNDING BOND, SERIES 2017
(Limited Tax General Obligation)
(Taxable)
Interest Rate Date of Maturity Date of Original Issue CUSIP
Registered Owner:
Principal Amount:
The CITY OF BATTLE CREEK, County of Calhoun, State of Michigan (the “City”) acknowledges itself to owe and for value received, hereby promises to pay to the Registered Owner specified above, or registered assigns, the Principal Amount specified above, in lawful money of the United States of America, on the Date of Maturity specified above, [unless prepaid prior thereto as hereinafter provided,] with interest thereon (computed on the basis of a 360-day year consisting of twelve 30-day months) from the Date of Original Issue specified above or such later date to which interest has been paid, until paid, at the Interest Rate per annum specified above, first payable on [date] and semiannually thereafter. Principal of this bond is payable upon presentation and surrender hereof at the designated corporate trust office of U.S. Bank, National Association, Grand Rapids, Michigan, or such other transfer agent as the City may hereafter designate by notice mailed to the registered owner of record not less than sixty (60) days prior to any interest payment date (the “Transfer Agent”). Interest on this bond is payable by check or draft mailed by the Transfer Agent to the person or entity who or which is as of the fifteenth (15th) day of the month prior to each interest payment date, the registered owner of record, at the registered address. Principal of and interest on this bond are payable in the first instance from tax increment revenue (the “Tax Increment Revenues”) received by the City from the Battle Creek Downtown Development Authority (the “Authority”). In addition, for prompt payment of this bond, both principal and interest, the full faith, credit and resources of the City are irrevocably pledged. In case of insufficiency of the Payments for the payment of the principal of and interest on this bond, the City is obligated to pay the same as a first budget obligation from its legally available funds or from any taxes which it may levy within applicable constitutional, statutory and charter tax limitations
This bond is one of a total authorized issue of bonds of even Date of Original Issue, aggregating the original principal sum of [principal]. This bond is issued under and in full compliance with the Constitution and statutes of the State of Michigan, including specifically Act 197, Public Acts of Michigan, 1975, as amended, Act 34, Public Acts of Michigan, 2001, as amended and a resolution of the City adopted on [date] for the purpose of defraying all or part of the cost of refunding a qualified refunding obligation issued on February 13, 2008. The City has reserved the right to issue additional bonds of equal standing and priority with the bonds of this issue and other outstanding bonds of the City as to the Tax Increment Revenues received from the Authority.
The Bonds maturing on or prior to [date] are not subject to redemption prior to maturity.
The Bonds or portions thereof in multiples of $5,000 maturing on or after [date] shall be subject to redemption prior to maturity without a premium, at the option of the City, in such order as the City shall determine and within any maturity by lot, on any date on or after [date], at par plus accrued interest to the date fixed for redemption.
The Bonds maturing [date] and [date] (the “Term Bonds”) are subject to mandatory sinking fund redemption by lot prior to maturity on [date], in the years and amounts set forth below, at a price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.
Term Bonds due [date] Principal Amount
May 1, [date] [amount]
May 1, [date] [amount]
May 1, [date] (maturity) [amount]
The principal amount of Term Bonds to be redeemed on the dates set forth above shall be reduced, in the order determined by the City, by the principal amount of Term Bonds of the same maturity which have been previously redeemed (other than as a result of a previous mandatory redemption requirement), or purchased or acquired by the City and delivered to the Transfer Agent for cancellation; provided, that each such Term Bond has not previously been applied as a credit against any mandatory redemption obligation.
In case less than the full amount of an outstanding bond is called for redemption, the Transfer Agent upon presentation of the bond called in part for redemption shall register, authenticate and deliver to the registered owner a new bond of the same maturity and in the principal amount of the portion of the original bond not called for redemption.
Notice of redemption shall be given to each Registered Owner of Bonds to be redeemed by mailing of such notice not less than thirty (30) days prior to the date fixed for redemption to the registered owner at the address of the Registered Owner as shown on the registration books of the City. Bonds shall be called for redemption in multiples of $5,000, and bonds of denominations of more than $5,000 shall be treated as representing the number of bonds obtained by dividing the denomination of the bonds by $5,000, and such bonds may be redeemed in part. The notice of redemption for bonds redeemed in part shall state that, upon surrender of a Bond to be redeemed, a new Bond in the same aggregate principal amount equal to the unredeemed portion of the bonds surrendered shall be issued to the registered owner thereof with the same interest rate and maturity. No further interest on Bonds or portions thereof called for redemption shall accrue after the date fixed for redemption, whether presented for redemption or not, provided funds are on hand with the Transfer Agent to redeem the Bonds or portion thereof.
This bond is transferable only upon the books of the City kept for that purpose at the office of the Transfer Agent by the registered owner hereof in person, or by the registered owner’s attorney duly authorized in writing, upon the surrender of this bond together with a written instrument of transfer satisfactory to the Transfer Agent duly executed by the registered owner or the registered owner’s attorney duly authorized in writing, and thereupon a new registered bond or bonds in the same aggregate principal amount and of the same maturity shall be issued to the transferee in exchange therefor as provided in the resolution authorizing the bonds, and upon the payment of the charges, if any, therein prescribed.
This bond is not valid or obligatory for any purpose until the Transfer Agent’s Certificate of Authentication on this bond has been executed by the Transfer Agent.
It is hereby certified and recited that all acts, conditions and things required by law precedent to and in the issuance of this bond and the series of bonds of which this is one have been done and performed in regular and due time and form as required by law.
IN WITNESS WHEREOF, the City, by its Commission, has caused this bond to be signed in the name of the City by [the facsimile signatures of] its Mayor and Clerk, and a facsimile of its corporate seal to be [manually impressed/printed] hereon, all as of the Date of Original Issue.
CITY OF BATTLE CREEK
County of Calhoun, State of Michigan
By ___________________________
Mayor, Dave Walter
(Seal)
Countersigned:
By _____________________________
City Clerk, Victoria L. Houser
[INSERT STANDARD FORMS OF
TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION
AND ASSIGNMENT]
8. The City retains Robert W. Baird & Co, Incorporated, as Financial Advisor to assist the City in preparation and planning for the marketing and sale of the Bonds.
9. Based on the advice of the Financial Advisor, the City hereby determines to sell the 2017 Refunding Bonds at a negotiated sale instead of a competitive sale for the reason that a negotiated sale will permit the City to enter the market on short notice at a point in time which appears to be most advantageous, and thereby possibly obtain a lower interest rate on the 2017 Refunding Bonds and the most favorable price for purchase of securities to be escrowed for payment of the Refunded Bonds.
10. Hutchinson, Shockey, Erley & Co. is hereby selected to act as managing underwriter for the 2017 Refunding Bonds (the “Underwriter”) provided, however, that by adoption of this resolution the City assumes no obligations or liability to the Underwriter for any loss or damage that may result to the Underwriter from the adoption of this Resolution, and all costs and expenses incurred by the Underwriter in preparing for sale of the 2017 Refunding Bonds shall be paid from the proceeds of the 2017 Refunding Bonds, if the 2017 Refunding Bonds are issued, except as may be otherwise provided in an agreement to be signed by the City and the Underwriter. The City reserves the right to name additional co-managers and/or to develop a selling group, and the Authorized Officer is hereby authorized to name additional co-managers and/or to develop a selling group.
11. The City hereby requests Miller, Canfield, Paddock and Stone, P.L.C. to continue as bond counsel to the City for the 2017 Refunding Bonds. The City Commission acknowledges that Miller Canfield represents many municipal bond underwriters, banks, and financial institutions in connection with matters unrelated to issuance of the Bonds, including Hutchinson, Shockey, Erley & Co., and requests Miller Canfield to continue as bond counsel notwithstanding representation by Miller Canfield in matters unrelated to the Bonds of various underwriting firms which might purchase the Bonds or financial institutions which might act as transfer agent for the Bonds.
12. The Authorized Officer is hereby authorized to select an independent certified public accountant to serve as verification agent to verify that the securities and cash to be deposited to the Escrow Fund will be sufficient to provide, at the times and in the amounts required, sufficient moneys to pay the principal of and interest on the Refunded Bonds as they become due upon maturity or call for redemption.
13. The Authorized Officer is hereby authorized to apply for bond ratings from municipal bond rating agencies, in consultation with the Financial Advisor. If the Financial Advisor recommends that the City consider purchase of municipal bond insurance, then the Authorized Officer is hereby authorized and directed to negotiate with insurers regarding acquisition of municipal bond insurance, and, in consultation with the Financial Advisor, to select an insurer and determine which Bonds, if any, shall be insured.
14. The Authorized Officer is hereby authorized to approve circulation of a preliminary official statement describing the 2017 Refunding Bonds.
15. The Authorized Officer is hereby authorized on behalf of the City, subject to the provisions and limitations of this Resolution, to accept an offer by the Underwriter to purchase the 2017 Refunding Bonds without further resolution of this City Commission, including but not be limited to determination of original principal amount of the 2017 Refunding Bonds and the prices at which they are sold; the date of the 2017 Refunding Bonds; the schedule of principal maturities and whether the 2017 Refunding Bonds shall mature serially or as term bonds; the provisions for early redemption, if any, including mandatory redemption of term bonds, if any; the interest rates and payment dates of the 2017 Refunding Bonds; application of the proceeds of the 2017 Refunding Bonds; transfer of balances, if any, from the debt retirement funds for the Refunded Bonds to the Escrow Fund; purchase of securities for the Escrow Fund; final preparation, approval, execution and delivery of a Bond Purchase Agreement, Escrow Agreement, Official Statement, and all other necessary actions. The Authorized Officer is authorized to sign a Bond Purchase Agreement for the 2017 Refunding Bonds on behalf of the City.
The true interest cost of the 2017 Refunding Bonds shall not exceed 6.00%. Principal on the 2017 Refunding Bonds shall be due May 1 of each year, with the first maturity occurring no earlier than 2018, and the last maturity occurring no later than 2034. The underwriter’s discount for the 2017 Refunding Bonds, exclusive of any original issue discount or premium, shall not be greater than $6.00 per $1,000 of 2017 Refunding Bonds issued. In making such determinations the City is authorized to rely upon data and computer runs provided by the Financial Advisor or the Underwriter.
The City acknowledges that the Financial Advisor has advised that under current market conditions, the refunding will produce preliminary estimated net present value dis-savings of $391,620.
Approval of the matters delegated to the Authorized Officer under this Resolution may be evidenced by execution of the Bond Purchase Agreement or the Official Statement by the Authorized Officer.
16. After sale of the 2017 Refunding Bonds, the Authorized Officer is authorized to prepare, execute and deliver a final Official Statement describing the 2017 Refunding Bonds
17. The Authorized Officer is hereby directed to execute and deliver, prior to delivery of the 2017 Refunding Bonds, a written continuing disclosure undertaking in order to enable the Underwriter to comply with the requirements of Rule 15c2-12.
18. In the event that the Authorized Officer is not available to undertake responsibilities delegated to her under this resolution, then the City Manager or a person designated by the Authorized Officer or the City Manager is authorized to take such actions. The officers, administrators, agents and attorneys of the City are authorized and directed to execute and deliver all other agreements, documents and certificates and to take all other actions necessary or convenient to complete the issuance, sale, and delivery of the 2017 Refunding Bonds in accordance with this Resolution, and to pay costs of issuance including but not limited to purchase of bond insurance, transfer agent fees, escrow trustee fees, verification agent fees, bond counsel fees, financial advisor fees, rating agency fees, costs of printing the preliminary and final official statements, and any other costs necessary to accomplish sale and delivery of the 2017 Refunding Bonds.
19. All resolutions and parts of resolutions insofar as they conflict with the provisions of this resolution are hereby rescinded.
I hereby certify that the foregoing is a true and complete copy of a resolution duly adopted by the City Commission of the City of Battle Creek, County of Calhoun, State of Michigan, at a Regular meeting held on February 7, 2017, at 7:00 p.m., Eastern Time, that the meeting was conducted and public notice of the meeting was given pursuant to and in full compliance with the Open Meetings Act, being Act 267, Public Acts of Michigan, 1976, and that the minutes of the meeting were kept and will be or have been made available as required by Act 267.
I further certify that the following Members were present at said meeting: Commissioners Susan Baldwin, Mark Behnke, Kate Flores, Lynn Ward Gray, Andy Helmboldt, Deb Owens, Mike Sherzer and Dave Walters and that the following Members were absent: Kaytee Faris.
I further certify that Member Commissioner Sherzer moved for adoption of said resolution and that Member Commissioner Owens supported said motion.
I further certify that the following Members voted for adoption of said resolution: Commissioners Susan Baldwin, Mark Behnke, Kate Flores, Lynn Ward Gray, Andy Helmboldt, Deb Owens, Mike Sherzer and Dave Walters and that the following Members voted against adoption of said resolution: None.
__________________________________________
City Clerk, Victoria L. Houser