HomeMy WebLinkAboutResolution 4734 Northeast Urban Renewal District Urban Renewal Projects and Revenue Bonds RESOLUTION NO. 4734
i'
RESOLUTION APPROVING CERTAIN PROJECTS AS URBAN RENEWAL
PROJECTS, MAKING FINDINGS WITH RESPECT THERETO AND APPROVING
THE ISSUANCE OF TAX INCREMENT URBAN RENEWAL REVENUE BONDS TO
PAY COSTS THEREOF; PRELIMINARILY AUTHORIZING THE ISSUANCE AND
i
PRIVATE NEGOTIATED SALE OF BONDS AND AUTHORIZING THE PROCESS
FOR SELECTING A PURCHASER THEREOF
BE IT RESOLVED by the City Commission (the "Commission") of the City of
Bozeman, Montana(the "City"), as follows:
Section I
Recitals.
1.01. Under the provisions of Montana Code Annotated, Title 7, Chapter 15, Parts 42
and 43 (the "Act"), the City is authorized to create an urban renewal area, prepare and adopt a
redevelopment plan therefor and amendments thereto, undertake urban renewal projects therein,
provide for the segregation and collection of tax increment with respect to taxes collected in such
area, issue its bonds to pay the costs of such projects and to refund bonds previously issued under
the Act and pledge to the repayment of the bonds the tax increment and other revenues derived
from projects undertaken within the urban renewal area.
1.02. Pursuant to the Act and Ordinance No. 1655 (the "Ordinance"), adopted on
E
November 28, 2005, the Commission created the Northeast Urban Renewal District (the k
I
v
"District") and approved the Northeast Urban Renewal District Plan (the "Plan") for the District
containing a tax increment financing provision, all as set forth in the Ordinance and the Plan. On
November 21, 2016, the Commission adopted Resolution No. 4732, calling a public hearing to
Page 1 of 19 jj
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
approve the following projects as urban renewal projects under the Act and making preliminary
findings with respect thereto:
• Reconstruction of East Tamarack Street (the "East Tamarack Project");
• Reconstruction of East Peach Street (the"East Peach Street Project");
• Reconstruction of North Ida Avenue (the"North Ida Avenue Project");
• Reconstruction of Front Street(the"Front Street Project"); and
• Reconstruction of East Aspen Street and construction of a pedestrian bridge to cross
Bozeman Creek and connect to the existing trail on the other side (the "East Aspen
Street Project"and, collectively with the projects identified above,the"Projects").
1.03. On December 19, 2016, a duly noticed public hearing was held on the question of
approving the Projects as urban renewal projects, and all persons appearing were given an
opportunity to speak at the public hearing.
Section 2
Approval of the Projects as Urban Renewal Projects. The Commission hereby approves the
Projects as urban renewal projects under the Act. The Projects are contemplated by and within
the scope of the Plan, and are eligible for tax increment financing under the Act.
Section 3
Findings. The Commission hereby fords with respect to the Projects as follows:
a. no persons will be displaced from their housing by the Projects;
b. the Plan and the Projects conform to the comprehensive plan or parts
thereof for the City as a whole;
Page 2 of 19
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
C. the Plan and the Projects will afford maximum opportunity, consistent
with the needs of the City as a whole, for the rehabilitation or
redevelopment of the District by private enterprise;
d. the issuance of the Bonds in the estimated principal amount of up to
$1,446,000 is adequate to cover costs of a portion of the Projects; because
the Commission will direct the Board to undertake the Projects only to the
extent that funding is available to complete such Projects, whether from
proceeds of the Bonds or otherwise, there is expected to be a sound and
adequate financial program for the financing of such Projects; and
I
i
C. the Projects constitute urban renewal projects within the meaning of the
Act and the Plan.
Section 4
s
Authorization; Sale of Bonds.
4.01. The Bonds. Pursuant to the approval and findings in Sections 2 and 3 hereof, it is
hereby determined that it is in the best interests of the City to offer for sale and issue its Tax
Increment Urban Renewal Revenue Bonds (Northeast Urban Renewal District), Series 2017 (the
`Bonds"), in the maximum aggregate principal amount of$1,446,000, for the purpose of paying
costs of the Projects, funding a deposit to a debt service reserve account for the Bonds, if
necessary, and paying costs associated with the sale and issuance of the Bonds.
4.02. Negotiated Sale. Pursuant to Montana Code Annotated, Section 7-15-4322, the
City may sell the Bonds at a public or a private negotiated sale as the governing body shall
determine. The Commission determines it is in the best interest of the City to sell the Bonds at a
r
private negotiated sale and desires to undertake a solicitation process described herein to select a
I
suitable purchaser of the Bonds willing to purchase the Bonds at the lowest interest rate under
the terms and conditions attached hereto as Exhibit A. The City Manager and City
Administrative Services Director or their designees(including,without limitation,the Director of
Economic Development) are authorized to select a purchaser for the Bonds and negotiate the sale
y
3
of the Bonds and to select a purchaser of the Bonds pursuant and subject to Section 4.03.
t
Page 3 of 19
ii
Resolution 4734, NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
4.03. Pricing and Terms. The Bonds are authorized to be sold to the purchaser of the
Bonds (the "Purchaser") that provides the City the most favorable interest rate and other terms
and conditions, as determined in the sole discretion of the City. The City Manager and City
Administrative Services Director are hereby authorized to provide or make available the terms
and conditions relating to the sale of the Bonds substantially in the form similar to the attached
Exhibit A, with such revisions as are deemed appropriate, to banks and other financial
institutions and solicit proposals to purchase the Bonds. The City may, in its sole discretion,
accept a proposal to purchase the Bonds, negotiate further with any proposer, or reject any and
all such proposals.
All costs of issuing the Bonds (including, without limitation, the fees and expenses of
Bond Counsel) shall be paid by the City as part of the financing, from proceeds of the Bonds or
other available sources.
4.04. Bond Purchase Agreement. The City Manager and City Administrative Services
Director or their designees (including, without limitation, the Director of Economic
Development) are hereby authorized and directed to approve the final principal amount of the
Bonds, dated date, term, whether all principal of the Bonds is advanced at closing or in
increments over time, payment dates and installment amounts, interest rates, and redemption
provisions of the Bonds, subject to the limitations contained in the preceding paragraphs and the
Act. Upon approving such terms, the City Manager and City Administrative Services Director or
their designees (including, without limitation, the Director of Economic Development) are
hereby authorized and directed to negotiate, approve, execute and deliver to the Purchaser a bond
purchase agreement substantially in the form attached as Schedule 3 to the attached Exhibit A
and which may be revised prior to execution (the "Bond Purchase Agreement'), containing the
agreement of the City to sell, and the agreement of the Purchaser to purchase, the Bonds on the
terns so approved, and containing such other provisions as such officers shall deem necessary
and appropriate. In the event of the absence or disability of the City Manager or City
Administrative Services Director, the Assistant City Manager or other designee of the City
Manager or of the City Administrative Services Director shall make such approvals and execute
and deliver the Bond Purchase Agreement. The execution and delivery by two appropriate
officers of the City of the Bond Purchase Agreement shall be conclusive as to the approval of
Page 4 of 19
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
such officers of the terms of the Bonds and the agreement of the City to sell the Bonds on such
terms in accordance with the provisions thereof.
The form of the Bonds and the final terms and conditions thereof shall be prescribed by a
subsequent resolution to be adopted by this Board.
PASSED AND APPROVED by the City Commission of the City of Bozeman, Montana,
at a regular session thereof held on the 19th day of December, 2016.
CARSON TAYLOR
Mayor
ATTEST: Bo2�
-V,�, • � i •.y
� A
ROBIN CRC;tJG ' 5 •
City Clerk '-.0 •. 1BB3 .•�'��:
.
APPR9SULtAVAN
O FORM:
City Attorney
Page 5 of 19
Resolution 4734,NorthEast Urban Renewal District Urban Reneival Projects and Revenue Bonds
CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I,the undersigned,being the duly qualified and acting recording officer of the City of
Bozeman, Montana(the"City"),hereby certify that the attached resolution is a true copy of
Resolution No. 4734, entitled: "RESOLUTION APPROVING CERTAIN PROJECTS AS
URBAN RENEWAL PROJECTS,MAKING FINDINGS WITH RESPECT THERETO AND
APPROVING THE ISSUANCE OF TAX INCREMENT URBAN RENEWAL REVENUE
BONDS TO PAY COSTS THEREOF;PRELIMINARILY AUTHORIZING THE ISSUANCE
AND PRIVATE NEGOTIATED SALE OF BONDS AND AUTHORIZING THE PROCESS
FOR SELECTING A PURCHASER THEREOF" (the "Resolution"), on file in the original
records of the City in my legal custody;that the Resolution was duly adopted by the City
Commission of the City at a regular meeting on December 19, 2016, and that the meeting was
duly held by the City Commission and was attended throughout by a quorum,pursuant to call
and notice of such meeting given as required by law; and that the Resolution has not as of the
date hereof been amended or repealed.
I further certify that,upon vote being taken on the Resolution at said
meeting,the following Commissioners voted in favor thereof wtycap— WV-.
bMqcX Pfwr -u<,- _�►i�51G1 1GS "AUSS. 1 tJQJL, ;voted against
the same: c7S ; abstained from voting
thereon: ; or were absent: _
WITNESS my hand officially this 20th day of December,2016.lot
Robin Crough;AGA �: .•
City Clerk * : -'_. •
03
CO r10 .
Page 6 of 19
Resolution 4734 NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
EXHIBIT A
i
I
1
Tax Increment Urban Renewal Revenue Bonds
(Northeast Urban Renewal District), Series 2017
City of Bozeman, Montana
BASIC TERM SHEET
February 20, 2017
[Bank]
[Address]
Dear
This letter sets forth the general terms and conditions relating to Tax Increment Urban Renewal 4
Revenue Bonds (Northeast Urban Renewal District), Series 2017 (the "Bonds") of the City of
Bozeman, Montana(the"City"). s
The purpose of this letter is to summarize the basic terms and conditions regarding the proposed
purchase and sale of the Bonds so that you can submit a proposal to the City regarding the
interest rate at which you propose to purchase the Bonds and other relevant terms.
1. Sunrnary of Terms and Conditions:
Issuer of Bonds: City of Bozeman,Montana
Estimated Principal Amount: $1,446,000.00
Closing Date: On or about May 18, 2017, on a date to be selected by the
city
Par Purchase: The purchase price of the Bonds will be 100%of the 3
rinci al amount thereof.
Semiannual Installments: For purposes of your proposal,principal and interest paid
semiannually on January 1 and July 1, commencing July 1,
2017 and ending January 1,2042,absent prepayment or
redemption. Note that if the Bonds are issued as draw- l
down bonds at the election of the City in accordance with
Paragraph 6 below,the initial installment payment date may
be after July 1,2017.
Amortization Bonds: The Bonds will bear interest at a single,uniform interest
rate throughout the term of the Bonds and semiannual
principal and interest installments (the sum of principal and
interest) will be equal or substantially equal on each
payment date. As described in Paragraph 6 below, the
Bonds, at the election of the City,may be issued as draw-
down bonds,which could affect the preceding sentence,but
not your proposal.
Interest Rates: Fixed interest rate throughout the term of the Bonds
h
A-1
t
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
assuming the full principal amount of the Bonds is
advanced on the Closing Date. As described in Paragraph 6
below,in addition to the interest rate submitted as part of
your proposal,the City will negotiate with the successful
proposer an interest rate or rates on the basis of advances
being made to the City periodically over all or a portion of
the estimated period of construction of the financed
projects.
Term of Bonds: Approximately 25 years (approximately 50 semi-annual
payment installments), absent prepayment or redemption.
Coverage Ratio: Tax Increment at the time of issuance of the Bonds will
equal at least 130% of maximum fiscal year payments due
on the Bonds. The coverage ratio for issuance of additional
bonds as parity lien bonds, if any,will be set forth in the
Bond Resolution.
Debt Service Reserve: A debt service reserve shall be maintained for the Bonds in
an amount equal to maximum fiscal year debt service on the
Bonds. Currently, the debt service reserve is expected to be
funded from funds available to the City.
Redemption: The Bonds are subject to redemption and prepayment
without premium or penalty in whole or in part at the option
of the City on 30 days' prior written notice.
No Bank Fees: There shall be no fee of any kind (other than interest)
charged by the bank or other financial institution in
connection with the Bonds.
Bank Qualification: The Bonds will be designated by the City as "qualified tax-
exempt obligations"within the meaning of Section
265(b)(3) of the Internal Revenue Code of 1986, as
amended.
Deadline for Submitting March 27,2017 at 5:00 p.m. See Paragraph 12 below for
Proposals: details regarding content of proposal submissions and where
to submit proposals.
Additional Terms and As set forth below in this letter.
Conditions:
2. Purpose and Security: The Bonds will be issued for the purpose of financing the cost of
construction of certain projects to be undertaken within the City's Northeast Urban
Renewal District (the "District"). The Bonds are payable solely from and secured by a
first lien upon and pledge of the Tax Increment to be received from the District in
accordance with the Act and amounts on hand in the debt service reserve related to the
Bonds. See Schedule 1 for related definitions.
3. Date and Type: The Bonds will be dated, as originally issued, on the date of issuance
and delivery thereof by the City, and will be issued in registered form as to both principal
and interest.
A-2
Resohition 4734.NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
4. Maturities and Form: The Bonds are expected to be sold as amortization bonds,
meaning, upon amortization of principal and interest, they will bear a fixed rate of
interest with equal or substantially equal installments of principal and interest on each
semiannual payment date. Principal and interest shall be paid on each January 1 and July
1, commencing July 1, 2017 (provided that if the Bonds are issued as draw-down Bonds
under Paragraph 6 below, the initial installment payment date may be after July 1, 2017)
through and including January 1,2042, absent prepayment.
5. Interest Payment Dates Rate: Interest will be payable each January 1 and July 1,
commencing July 1, 2017 (provided that if the Bonds are issued as draw-down Bonds
under Paragraph 6 below, the initial installment payment date may be after July 1, 2017),
to the registered owners of the Bonds as such appear in the bond register as of the close
of business on the 20th day(whether or not a business day) of the immediately preceding
month. All Bonds for purposes of the proposal would be expected to bear interest from
date of original issue until paid at a single,uniform rate.
3
6. Draw-Down Bonds at Election of City: The City, at its election, may determine that
the Bonds are to be issued as draw-down bonds. The successful proposer based on the
interest rate submitted on the Bonds on the basis of all proceeds of Bonds being advanced
on the Closing Date shall, prior to entering into the Bond Purchase Agreement, negotiate
with the City any effect on the interest rate or rates on the Bonds assuming the principal
amount of the Bonds is advanced in amounts over time during construction of the
financed Projects. If those negotiations fail to result in terms that are acceptable to the
City, the City, in its sole and absolute discretion, may reject the proposal of the initial
a
successful proposer and proceed to negotiate the terms of draw-down bonds with other
proposers or others. The City expects to notify the successful proposer approximately 10
days before the Closing Date whether the Bonds will be issued as bonds as to which the
full principal amount is advanced on the Closing Date or whether the Bonds are issued as
draw-down bonds.
7. No Book Ent : The Bonds will be issued in certificated form and delivered to the
successful purchaser at closing.
8. Bond Registrar, Transfer Agent and Paying Agent: The City Administrative Services
Director will act as bond registrar, transfer agent and paying agent (the "Registrar") in
connection with the Bonds, provided that the City may subsequently appoint and pay a
fee to another qualified Registrar. The bond register will be kept, transfers of ownership
will be effected and principal of and interest on the Bonds will be paid by the Registrar.
The City reserves the right to remove any Registrar and to appoint a successor.
9. Delivery: The City will deliver to the Registrar the Bonds ready for completion and
4
authentication. The Bonds will be registered in the name of the original purchaser
thereof. On the day of closing and delivery of the Bonds and following payment of the
purchase price thereof, the City will furnish to the purchaser a copy of the Bond
Resolution,the opinion of Bond Counsel hereinafter described, a tax certificate in respect
of the Bonds and a certificate stating that no litigation questioning the validity of the
gY
3
A-3
�4
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
Bonds is then pending or, to the knowledge of the applicable officers of the City,
threatened. The purchaser shall submit to the City Administrative Services Director not
later than the day of closing a certificate, in form satisfactory to Bond Counsel, as to the
intention of the purchaser to purchase the Bonds with intent to hold and various
certifications as to its financial sophistication and net worth. Such certificate shall be in
the form of the attached hereto as Schedule 2.
10. Qualified Tax-Exempt Obligations: The Bonds will be designated by the City as
"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended.
11. Legal Opinion: An opinion as to the validity of the Bonds and the exclusion of the
interest on the Bonds from gross income for federal income tax and State of Montana
individual income tax purposes will be fin-rished by Dorsey & Whitney LLP, of
Missoula, Montana, and Minneapolis, Minnesota, as Bond Counsel, subject to customary
limitations. The legal opinion will state that the Bonds are valid and binding special,
limited obligations of the City enforceable in accordance with their terms, except to the
extent to which enforceability thereof may be limited by customary matters, such as the
exercise of judicial discretion or by state or federal laws relating to bankruptcy,
reorganization,moratorium or creditors' rights.
12. Submission of Proposal:
(A) You are encouraged to submit a proposal to purchase the Bonds. Any proposal must
be for the purchase of all of the Bonds. Proposers may participate the loan to other
qualified financial institutions at their discretion; however, the financial institution
submitting the winning proposal will be the only contact and will speak for the other
participating financial institutions.
(B) At a minimum, you must submit an amortization schedule for the Bonds that clearly
shows the single, uniform interest rate in respect of the Bonds and the substantially level
dollar amounts of the semiannual installments of principal and interest due on July 1,
2017 through and including January 1, 2042. You must also specify the total dollar
interest cost over the term of the Bonds. For purposes of the amortization schedule,
please use May 18, 2017 as the date on which interest will commence on all principal
advanced, recognizing the City, in its discretion, may elect to close on a date other than
May 18, 2017. For purposes of submitting the amortization schedule, you must assume
the entire principal amount of the Bonds will be advanced on the Closing Date.
(C)As provided under Paragraph 6 above, the initial successful proposer based primarily
on the interest rate set forth in the amortization schedule submitted under the
foregoing subparagraph (b) will negotiate with the City terms that govern the Bonds
issued as draw-down bonds. If those negotiations fail to result in terms that are
acceptable to the City, the City may reject the proposal of the initial successful
proposer and proceed to negotiate the terms of draw-down bonds with other proposers
or others.
A-4
Resolution 4734 NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
(D) Proposals must be delivered to the City Clerk, 121 N. Rouse, P.O. Box 1230,
Bozeman, Montana 59771-1230, so that the proposal is received by no later than 5:00
p.m. MT on March 27, 2017, in order to be considered. You are instructed to mark the
outside of the envelope containing the proposal with the words "Proposal for Purchase of
Tax Increment Bonds."
(E) The City reserves the right to reject any and all proposals,to accept any proposal, or
to negotiate further in respect of any proposal or proposals. The interest rate provided by
the proposers will be the primary basis for determining whether to proceed with a
proposal.
The successful proposer must, in addition to the terms governing the Bonds with all the principal
advanced on the Closing Date, negotiate with the City terms of the Bonds as draw-down bonds,
and, provided that there is mutual agreement regarding terms of the Bonds if issued as draw-
down bonds, must enter into a bond purchase agreement on or before 5:00 p.m. MT on April 17,
2017, substantially in the form of the attached hereto as Schedule 3.
Very truly yours,
CITY OF BOZEMAN,MONTANA
By
Title:
a
a
1
i
i
x
2
A-5
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
SCHEDULE 1
Definitions
The Bonds are payable solely from and secured by a first lien upon and pledge of
the Tax Increment and amounts on hand in the debt service reserve account relating to the
Bonds.
"Act"means Montana Code Annotated, Title 7, Chapter 15,Parts 42 and 43, as amended
or supplemented.
"Actual Taxable Value"means the taxable value of the Taxable Property as shown on or
calculated from the assessment roll last equalized before the date of reference.
"Base Taxable Value"means the Actual Taxable Value of the Taxable Property as of
January 1,2006, as such value is adjusted as part of the"base taxable value"of the District from
time to time in accordance with the Act.
"City"means the City of Bozeman,Montana.
"District"means the City's Northeast Urban Renewal District,created and established
pursuant to the Act and the Ordinance, as such area may be enlarged or reduced in accordance
with the Act.
"Fiscal Year"means,in respect of the City, its fiscal year,which currently begins on
July 1 and ends on June 30 of the next succeeding calendar year;provided that, for purposes of
calculating debt service on the Bonds or any additional bonds,the July 1 payment will be part of
the previous Fiscal Year ending on the June 30 immediately preceding the July 1 payment date.
"Incremental Taxable Value"means the amount,if any,by which the Actual Taxable
Value of all Taxable Property, as of the date of reference, exceeds the Base Taxable Value.
"State"means the State of Montana.
"Tax Increment"means the amount received by the City pursuant to the Act from the
extension of levies of Taxes against the Incremental Taxable Value of the Taxable Property and
shall include all payments in lieu of Taxes or beneficial use taxes attributable to the Incremental
Taxable Value and all payments received by the City designated as replacement revenues for lost
Tax Increment.
"Taxable Property"means all real and personal property located in the District and
subject to Taxes,including land, improvements and equipment.
"Taxes"means all taxes levied on an ad valorem basis by any Taxing Jurisdiction against
the Taxable Property(exclusive of the six mill levy for university purposes levied by the State),
and shall include all payments in lieu of taxes received by the City with respect to Taxable
Property.
SI-1
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
"Taxing Jurisdiction"means the State,the City, any school district, local government,
municipal corporation,political subdivision or other government entity that levies, during any
Fiscal Year during which the tax increment provision of the District is effective under the Act, ad
valorem taxes against real or personal property in the District.
i
Y
t,
F,
c
a
E
s
9
4
ii
4�
R
i
i
S1-2
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
SCHEDULE 2
Tax Increment Urban Renewal Revenue Bonds
(Northeast Urban.Renewal District), Series 2017
City of Bozeman,Montana
CERTIFICATE OF PURCHASER
I,the undersigned,being a duly qualified and acting representative of ,
the original purchaser(the"Purchaser") of the$1,446,000 Tax Increment Urban Renewal
Revenue Bonds (Northeast Urban Renewal District), Series 2017 (the"Bonds"), issued by the
City of Bozeman,Montana(the"City"), dated, as originally issued,as of[May 18,2017],
hereby acknowledge receipt of the Bonds,fully executed and authenticated, in the aggregate
principal amount of$1,446,000,payable semiannually on each January 1 and July 1 for a term
of approximately 25 years,with the first payment date commencing and,
absent prepayment,ending January 1,2042, and bearing interest from the date of original
registration until paid or duly called for prepayment and redemption at the rate of
%per annum and otherwise conforming with the provisions of Resolution No.
adopted by the City Commissioners of the City on or about May 8, 2017(the"Bond
Resolution"), and on behalf of the Purchaser certify that:
1. The Purchaser is a bank duly organized, validly existing and in good standing
under the laws of the state of Montana and has full power and authority to purchase the Bonds
and make the loan evidenced thereby.
2. The Purchaser has sufficient knowledge and experience in financial and
business matters, including purchase and ownership of municipal and other tax-exempt
obligations,to be able to evaluate the risks and merits represented by the purchase of the Bonds
and the making of the loan evidenced thereby.
3. The Purchaser has authority to purchase the Bonds and to execute the Bonds
Purchase Agreement and any other instruments and documents required to be executed by the
Purchaser in connection with the purchase of the Bonds.
4. The Purchaser understands that an official statement,prospectus, offering
circular, or other offering statement has not been provided with respect to the Bonds. The
Purchaser has made its own inquiry and analysis with respect to the City,the Bonds and the
security therefor, and other material factors affecting the security for and payment of the Bonds.
The Purchaser received and has reviewed a copy of the Bond Resolution.
5. The Purchaser acknowledges that it has reviewed information, including
financial statements and other financial information,regarding the City and the District and has
had the opportunity to ask questions and receive answers from knowledgeable individuals
concerning the City,the District,the Bonds and the security therefor, so that it has been able to
make an informed decision to purchase the Bonds and to make the loan evidenced thereby and
acknowledges that it has not relied on the City with respect to any information with respect to
the advisability of purchasing the Bonds or the security for the Bonds.
52-1
Resolution 4734,North.Fwst Urban Renewal District Urban Renewal Projects and Revenue Bonds
6. The Purchaser understands that the Bonds: (i) are not registered under the
Securities Act of 1933, as amended, and are not registered or otherwise qualified for sale under
the`Blue Sky"laws and regulations of any state, (ii) are not listed on any stock or other
securities exchange, and(iii) have not been rated by any credit rating agency.
7. The Bonds are being acquired by the Purchaser for its own account and not with
a present view toward resale or distribution;provided, however,that the Purchaser reserves the
right to sell,transfer or redistribute the Bonds,but agrees that any such sale,transfer or
distribution by the Purchaser shall be to (i) an affiliate of the Purchaser; (ii) a trust or other
custodial arrangement established by the Purchaser or one of its affiliates,the owners of any
beneficial interest in which are limited to qualified institutional buyers or accredited investors;
or(iii) a person or entity that the Purchaser reasonably believes is qualified to purchase the
Bonds or that makes representations substantially similar to the representations the Purchaser
makes in this certificate. The Purchaser currently intends to hold the Bonds to evidence the j
loan it has made to the City for the term of the Bonds. j
8. (i)The Bonds will be evidenced by a physical certificate delivered to the
Purchaser by the City, (ii)the Bonds will not have a CUSIP number, (iii)the Bonds are not, and
will not be,rated by an independent rating agency, (iv)the Purchaser shall not transfer the Bonds
except in accordance with Paragraph 7 above, (v)the principal amount of the Bonds purchased
by the Purchaser, and the principal amount of the loan evidenced thereby,is $1,446,000,(vi)
payments on the Bonds shall be made directly by the City to the Purchaser, (vii)payments under
the Bonds conform to the loan amortization schedule provided by the Purchaser to the City, (viii)
the Bonds and the loan evidenced thereby bear interest from the date of amortization of principal
and interest at a fixed rate throughout the terra of the Bonds, (ix)the Purchaser intends to record
the Bonds as a loan on its books and records, and(x)the Bonds are a special, limited debt of the
City.
9. The Purchaser acknowledges and agrees that: (i)the transactions contemplated
by the Bonds documents are arm's length, commercial transactions between the Purchaser and
the City and that the Purchaser is acting solely as a principal and not acting as a municipal
advisor, financial advisor or fiduciary to the City; (ii)the Purchaser has not performed advisory
or fiduciary services to the City with respect to the transactions contemplated by the Bond
documents and the discussions, undertakings and procedures leading thereto (irrespective of
whether the Purchaser has provided other services or is currently providing other services to the
City on other matters); (iii)the Purchaser has financial and other interests that differ from those
of the City; and(iv)the Purchaser has consulted its own legal, accounting,tax,financial and
other advisors, as applicable,to the extent it has deemed appropriate.
t
k
}
a
Sz-a
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
IN WITNESS WHEREOF, I have hereunto set my hand as Purchaser as of this
day of , 2017.
� l
By:
Printed Name:
Title:
S2-3
SCHEDULE 3
BOND PURCHASE AGREEMENT
[April 17, 2017]
City of Bozeman
121 N. Rouse
Bozeman, MT 59771
Attention: Chris Kukulski, City Manager
Anna Rosenberry, City Administrative Services Director
[Bank Name and address]
Tax Increment Urban Renewal Revenue Bonds
(Northeast Urban Renewal District), Series 2017
City of Bozeman,Montana
Ladies and Gentlemen:
The undersigned, _ 7, as purchaser (the "Purchaser"), hereby offers
to enter into this Bond Purchase Agreement (this "Agreement") with the City of Bozeman,
Montana (the "City"), for the sale by the City and purchase by the Purchaser of the
above-referenced bonds (the "Bonds"). This offer is made subject to the written acceptance
hereof by the City and delivery of such acceptance to the Purchaser (in the form of one or more
executed counterparts hereof) at or prior to 5:00 P.M., Bozeman, Montana time, on [April 17,
2017]. Upon such acceptance,this Agreement will be in full force and effect in accordance with
its terms and will be binding upon the City and the Purchaser.
The Bonds are being issued pursuant to a resolution (the "Bond Resolution") to be adopted by
the City on or about [May 8, 2017], authorizing and fixing the terns and conditions of the
Bonds. Capitalized terms not otherwise defined herein shall have the meanings given them in
the Bond Resolution.
r
1. Upon the terms and conditions and based on the representations, warranties and
covenants hereinafter set forth, the Purchaser hereby agrees to purchase from the City and the
City hereby agrees to sell to the Purchaser, all (but not less than all) of the Bonds upon the terms
set forth in the Bond Resolution, including the following terms:
1
4
i
Resolution 4734,NorthEast Urban Renewal District Urban Renewal Projects and Revenue Bonds
Principal Amount: $1,446,000
Closing Date: On or about [May 18, 2017] [date selected by City]
Term: Approximately 25-year term (approximately 50 semi-annual
payments), absent prepayment or redemption. Final
installment payment date of January 1,2042
Amortization Schedule If All Substantially as attached hereto as Exhibit A
Principal Advanced on Closing
Date:
Interest Rate If All Principal %,fixed for the entire term.
Advanced on Closing Date:
Amortization Schedule If Substantially as attached hereto as Exhibit B [to be negotiated]
Draw-Down Bonds:
Interest Rate If Draw-Down [To be negotiated]
Bonds:
No Fees: No fees charged by Purchaser.
Redemption Terms: The Bonds are subject to redemption and prepayment without
premium or penalty in whole or in part at the option of the City
on 30 days' prior written notice.
Bank Qualification: The City will designate the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the
Internal Revenue Code of 1986,as amended.
2. On or before the date of adoption of the Bond Resolution,the City will notify the
Purchaser whether the Bonds will be issued such that the entire principal amount of the Bonds is
advanced on the Closing Date or whether the Bonds will be issued as draw-down bonds. Based
on such election of the City, the applicable provisions above regarding the amortization schedule
and interest rate will govern the Bonds.
3. The Bonds will be special, limited obligations of the City, payable solely from
and secured by Tax Increment received from the Northeast Urban Renewal District and amounts
S3-2
Resolution 4734,NorthE'ast Urban Renewal District Urban Renewal Projects and Revenue Bonds
on hand in the debt service reserve fund related to the Bond, as described in the Bond
Resolution.
4. This Agreement will be governed by and construed in accordance with the laws of
the State of Montana.
5. This Agreement may be executed in multiple counterparts, each of which will be
deemed an original but all of which together will constitute but one and the same instrument.
This Agreement may be delivered by the exchange of signed signature pages by facsimile
transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or J
copied version of any signature pages so delivered shall have the same force and effect as an
originally signed version of such signature page.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed
as of the date first above written.
CITY OF BOZEMAN,MONTANA
i
'u
By G
Name: Chris Kukulski
Title: City Manager
By
Name: Anna Rosenberry
Title: City Administrative Services Director
is
[BANK]
By
Name:
Title:
5
n
2
i
y�
k
S'
a
e
r
n
S3-3