HomeMy WebLinkAbout18- Debt Repayment Agreement - Bozeman Sports Parks Foundation, Inc. - Sports Park Debt Repayment C�
DEBT REPAYMENT AGREEMENT BETWEEN
CITY OF BOZEMAN AND THE BOZEMAN SPORTS PARKS FOUNDATION, INC.
THIS DEBT REPAYMENT AGREEMENT (the "Agreement") is made and entered into this
day of ,g_kyw, , 2018, by and between the CITY OF BOZEMAN, MONTANA, a
self governing municipal corporation organized and existing under its Charter and the laws of the
State of Montana, 121 North Rouse Street,Bozeman,Montana, with a mailing address of PO Box
1230, Bozeman, MT 59771, hereinafter referred to as "City," and the BOZEMAN SPORTS
PARKS FOUNDATION,INC., P.O. Box 1230, Bozeman, MT 59771, hereinafter referred to as
"Foundation"and together with the City the "Parties."
WHEREAS, the Parties executed a Development Agreement dated February 23, 2015 for the
purpose of establishing the rights and obligations of the Parties to each other regarding the
financing, design, development and construction of Phase 1 of the Bozeman Sports Park("Sports
Park"); and
WHEREAS, the City has awarded a bid to complete construction of Phase I of the Sports Park,
which will include the first four grass fields, and which when combined with the existing fields at
Bronken Park will result in the City having eight fields available for use; and
WHEREAS, neither Phase 1B nor any future phases of the Sports Park are included on any City
Capital Improvement Plans; and
WHEREAS,the Foundation approached the City with a proposal to cause an additional two fields
to be built during the construction of Phase 1A, so that soccer and lacrosse tournaments, which
require at least ten fields, could be held in Bozeman; and
WHEREAS, on February 12, 2018 the Bozeman City Commission adopted a motion to direct the
City Manager to continue to work with the Foundation that authorize the Foundation to collect user
fees and operate the Sports Park through a user group or management agreement for Commission approval
at a future date, and to require the Foundation to pay an amount equal to the City's debt payments
on a loan to the City of up to $1,700,000 to construct sports fields and related infrastructure,
including purchase of two turf fields.
Debt Repayment Agreement between the City and Bozeman Sports Parks Foundation,Inc.
Page 1 of 5
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Loan. The City agrees to borrow a maximum of$1,700,000 under its general borrowing
authority to construct two artificial turf fields at the Sports Park(the"Loan"),provided the
City obtains borrowing terms that the City determines,in its sole discretion,to be favorable
to the City. The term of the Loan shall be twenty (20)years.
2. Use of Loan proceeds. If the City obtains the Loan, the City will use the proceeds of the
Loan to purchase and install two turf fields at the Sports Park.
3. Debt repayment. The Foundation agrees to make payments to the City in an amount equal
to the City's debt payments on the Loan when they become due. An estimated debt service
schedule including amounts of debt service payments and dates the payments are due from
the Foundation is attached hereto as Exhibit A and by this reference made a part of this
Agreement. The City may amend this Exhibit once final Loan payments are determined.
4. Term. This Agreement will terminate upon final repayment of the Loan,unless earlier terminated
by mutual agreement of the Parties in writing.
5. Financial audits. The Foundation will annually provide the City audited financial
statements, or will open its accounts for auditing by the City's auditors. The Foundation
shall allow the City, its auditors, and other persons authorized by the City to inspect and
copy its books and records for such purposes.
6. Representatives.
a. City's Representative: The City's Representative for the purpose of this Agreement shall be
the Director of Parks and Recreation or such other individual as City shall designate in writing.
Whenever approval or authorization from or communication or submission to City is required
by this Agreement, such communication or submission shall be directed to the City's
Representative and approvals or authorizations shall be issued only by such Representative;
provided, however,that in exigent circumstances when City's Representative is not available,
the Foundation may direct its communication or submission to other designated City personnel
or agents as authorized by the City's Director of Parks and Recreation and may receive
approvals or authorization fi•om such persons.
b. Foundation's Representative: The Foundation's Representative for the purpose of this
Agreement shall be the Foundation's Chairperson or such other individual as the Foundation
shall designate in writing. Whenever direction to or communication with the Foundation is
required by this Agreement, such direction or communication shall be directed to the
Foundation's Representative; provided, however, that in exigent circumstances when the
Foundation's Representative is not available, City may direct its direction or communication
to other designated Foundation personnel or agents.
Debt Repayment Agreement between the City and Bozeman Sports Parks Foundation,Inc.
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7. Public Meetings and Access to Public Records
a. Meetings of the Foundation that pertain to the Loan are subject to the open meeting
requirements of Montana law, including those set forth in Title 7, Chapter 1, Part 41,
MCA and Title 2, Chapter 3, MCA.
b. The Foundation will provide agendas for meetings that pertain the Loan to the City
Clerk's office no later than 72 working hours prior to meeting for notice on the City's
official posting board and any other sites deemed reasonable by the Clerk's office. In
addition,meeting minutes will be kept by the Foundation and provided to the City
Clerk's office no later than 45 days after the meeting. These minutes shall be posted
and made available to the public by the City Clerk's office except for those minutes
taken during a closed meeting in accordance with § 7-1-4144, MCA. Minutes taken
during a closed meeting shall also be provided to the City Clerk's office but shall be
handled in accordance with the City Clerk's regular executive session protocol and
kept private in a secured cabinet. Meetings subject to the open meeting requirements of
Montana law shall be held in the City Commission room at City Hall, 121 N.Rouse. Room
scheduling for open meetings shall be coordinated with the City Clerk.
c. In accordance with § 7-1-4144, MCA and subject to any applicable legal obligation to
protect and preserve individual confidential or private information, upon reasonable
request and at reasonable times during normal business hours, the Foundation shall
make such documents and records available for inspection and copying by members
of the public. The Foundation may charge for such copying in accordance with the
policies of the City, which the Foundation hereby adopts for such purposes.
d. To determine whether a meeting or part of a meeting may be closed to the public and
to determine whether information contained in the Foundation documents is protected
by law from disclosure,the Foundation may seek a determination of the City
Attorney at no cost to the Foundation. Such request and determination shall not
create an attorney-client relationship between the Foundation and the City.
8. Miscellaneous.
a. Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the Parties.
b. Nondiscrimination. The Foundation will have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws,
regulations, and contracts. The Foundation will not refuse employment to a person,
bar a person from employment, or discriminate against a person in compensation or in
a term, condition, or privilege of employment because of race, color, religion, creed,
political ideas, sex, age, marital status, national origin, actual or perceived sexual
orientation, gender identity, physical or mental disability, except when the reasonable
Debt Repayment Agreement between the City and Bozeman Sports Parks Foundation,Inc.
Page 3 of 5
demands of the position require an age, physical or mental disability, marital status or
sex distinction. The Foundation shall require these nondiscrimination terms of its
contractors, agents, or sub-contractors providing services under this Agreement.
c. Modification and Assignability. This Agreement may not be enlarged, modified or
altered except by written agreement signed by both parties hereto. The Foundation may
not assign its rights or obligations under this Agreement without the prior written
consent of the City Commission. Any assignee will be bound by all of the terms and
conditions of this Agreement.
d. Non-Waiver. A waiver by either Party of any default or breach by the other Party of
any terms of conditions of this Agreement does not limit the other Party's right to
enforce such term or conditions or to pursue any available legal or equitable rights in
the event of any subsequent default or breach.
e. Severability. If any portion of this Agreement is held to be void or unenforceable,the
balance thereof shall continue in effect.
£ Applicable Law; Venue. The Parties agree that this Agreement is governed in all
respects by the laws of the State of Montana. The Parties agree to personal jurisdiction
in the courts of Gallatin County, Montana.
g. Dispute Resolution.
i. Any claim, controversy, or dispute between the parties, their agents, employees,
or representatives shall be resolved first by negotiation between senior-level
personnel from each party duly authorized to execute settlement agreements.
Upon mutual agreement of the parties, the parties may invite an independent,
disinterested mediator to assist in the negotiated settlement discussions.
ii. If the Parties are unable to resolve the dispute within thirty (30) days from the
date the dispute was first raised,then such dispute may only be resolved in a court
of competent jurisdiction in compliance with the Applicable Law provisions of
this Agreement.
It. Notice. Any notice required or permitted under this Agreement shall be deemed
sufficiently given or served if sent by email with read-receipt requested or by United
States certified mail,return receipt requested. The date of mailing shall be deemed the
date of such notice and service thereof.
i. Attorney's Fees and Costs. In the event it becomes necessary for either Party of this
Agreement to retain an attorney to enforce any of the terms or conditions of this
Agreement or to give any notice required herein,then the prevailing Party or the Party
giving notice shall be entitled to reasonable attorney's fees and costs, including fees,
salary, and costs of in-house counsel to include the City Attorney.
Debt Repayment Agreement between the City and Bozeman Sports Parks Foundation,Inc.
Page 4 of 5
j. No Third-Party Beneficiary. This Agreement is for the exclusive benefit of the
Parties, does not constitute a third-parry beneficiary agreement, and may not be relied
upon or enforced by a third party.
k. Counterparts. This Agreement may be executed in counterparts, which together
constitute one instrument.
1. Integration. This Agreement and all exhibits attached hereto constitute the entire
agreement of the parties. Covenants or representations not contained therein or made
a part thereof by reference, are not binding upon the parties. There are no
understandings between the parties other than as set forth in this Agreement. All
communications, either verbal or written,made prior to the date of this Agreement are
hereby abrogated and withdrawn unless specifically made a part of this Agreement by
reference.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and
year first above written.
CITY OF BOZEMAN,MONTANA BOZEMAN SPORTS PARKS
FOUNDATION, INC.
By A7_
B
Y
Andrea Surratt, i anager Print Name:
Title:
APPROVED AS TO FORM:
BY6 S
Greg llivan, Bozeman City Attorney
Debt Repayment Agreement between the City and Bozeman Sports Parks Foundation,Inc.
Page 5 of 5
AMORTIZATION SCHEDULE
Principal Loan Date I Maturity I Loan No call/Coll Account Officer Initials
$1,700,000.00 1 06-01-2018 05-30-2039 1 1 1 1 CJH
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing"""'has been omitted due to text length limitations.
Borrower: xxxxxxxxxxxxxxxx Lender: First Security Bank,Division of Glacier Bank
Main Office
PO Box 910
208 East Main
Bozeman,MT 59 7 71-0 91 0
Disbursement Date: June 1, 2018 Repayment Schedule: Construction Permanent
Interest Rate: 3.740 Calculation Method:
Construction Phase: 365/365 U.S. Rule
Permanent Phase: 365/365
Payment Payment Payment Interest Principal Remaining
Number Date Amount Paid Paid Balance
1 11-30-2018 15,851.45 15,851.45 0.00 850,000.00
2018 TOTALS: 15,851.45 15,851.45 0.00
2 05-30-2019 15,764.36 15,764.36 0.00 1,700,000.00
3 11-30-2019 32,051.29 32,051.29 0.00 1,700,000.00
2019 TOTALS: 47,815.65 47,815.65 0.00
4 05-30-2020 31,702.90 31,702.90 0.00 1,700,000,00
5 11-30-2020 62,914.44 32,051.29 30,863.15 1,669,136.85
2020 TOTALS: 94,617.34 63,754.19 30,863.15
6 05-30-2021 62,914.44 30,956.32 31,958.12 1,637,178.73
7 11-30-2021 62,914.44 30,866.87 32,047.57 1,605,131.16
2021 TOTALS: 125,828.88 61,823.19 64,005.69
8 05-30-2022 62,914,44 29,769.25 33,145.19 1,571,985.97
9 11-30-2022 62,914.44 29,637.75 33,276.69 1,538,709.28
2022 TOTALS: 125,828.88 59,407.00 66,421.88
10 05-30-2023 62,914.44 28,537.37 34,377.07 1,504,332.21
11 11-30-2023 62,914.44 28,362.23 34,552.21 1,469,780.00
2023 TOTALS: 125,828.88 56,899.60 68,929.28
12 05-30-2024 62,914.44 27,409,59 35,504.85 1,434,275.15
13 11-30-2024 62,914.44 27,041.39 35,873.05 1,398,402.10
2024 TOTALS: 125,828.88 54,450.98 71,377.90
14 05-30-2025 62,914.44 25,935.19 36,979.25 1,361,422.85
15 11-30-2025 62,914.44 25,667.86 37,246.58 1,324,176.27
2025 TOTALS: 125,828.88 51,603.05 74,225.83
16 05-30-2026 62,914.44 24,558.57 38,355.87 1,285,820.40
17 11-30-2026 62,914.44 24,242.47 38,671.97 1,247,148.43
2026 TOTALS: 125,828.88 48,801.04 77,027.84
18 05-30-2027 62,914.44 23,129.99 39,784.45 1,207,363.98
19 11-30-2027 62,914.44 22,763.28 40,151.16 1,167,212.82
2027 TOTALS: 125,828.88 45,893.27 79,935.61
20 05-30-2028 62,914.44 21,767.08 41,147.36 1,126,065.46
21 11-30-2028 62,914.44 21,230.50 41,683.94 1,084,381.52
2028 TOTALS: 125,828.88 42,997.58 82,831.30
22 05-30-2029 62,914.44 20,111.27 42,803.17 1,041,578.35
23 11-30-2029 62,914.44 19,637.60 43,276.84 998,301.51
2029 TOTALS: 125,828.88 39,748.87 86,080.01
24 05-30-2030 62,914.44 18,514.80 44,399.64 953,901.87
25 11-30-2030 62,914.44 17,984.58 44,929.86 908,972.01
2030 TOTALS: 125,828.88 36,499.38 89,329.50
26 05-30-2031 62,914.44 16,858.07 46,056.37 862,915.64
AMORTIZATION SCHEDULE
(Continued) Page 2
27 11-30-2031 62,914.44 16,269.15 46,645.29 816,270.35
2031 TOTALS: 125,828.88 33,127.22 92,701.66
28 05-30-2032 62,914.44 15,222.44 47,692.00 768,578.35
29 11-30-2032 62,914.44 14,490.54 48,423.90 720,154.45
2032 TOTALS: 125,828.88 29,712.98 96,115.90
30 05-30-2033 62,914.44 13,356.20 49,558.24 670,596.21
31 11-30-2033 62,914.44 12,643.22 50,271.22 620,324.99
2033 TOTALS: 125,828.88 25,999.42 99,829.46
32 05-30-2034 62,914.44 11,504.73 51,409.71 568,915.28
33 11-30-2034 62,914.44 10,726.16 52,188.28 516,727.00
2034 TOTALS: 125,828.88 22,230.89 103,597.99
34 05-30-2035 62,914.44 9,583.37 53,331.07 463,395.93
35 11-30-2035 62,914.44 8,736.73 54,177.71 409,218.22
2035 TOTALS: 125,828.88 18,320.10 107,508.78
36 05-30-2036 62,914.44 7,631.42 55,283,02 353,935.20
37 11-30-2036 62,914.44 6,672.99 56,241.45 297,693.75
2036 TOTALS: 125,828.88 14,304.41 111,524.47
38 05-30-2037 62,914.44 5,521.12 57,393.32 240,300.43
39 11-30-2037 62,914.44 4,530.55 58,383.89 181,916.54
2037 TOTALS: 125,828.88 10,051.67 115,777.21
40 05-30-2038 62,914.44 3,373.88 59,540.56 122,375.98
41 11-30-2038 62,914.44 2,307.24 60,607.20 61,768.78
2038 TOTALS: 125,828.88 5,681.12 120,147.76
42 05-30-2039 62,914.36 1,145.58 61,768.78 0.00
2039 TOTALS: 62,914.36 1,145.58 61,768.78
TOTALS: 2,486,118.64 786,118.64 1,700,000.00
NOTICE: This is an estimated loan amortization schedule. Actual amounts may vary if payments are made on different dates or in different
amounts.
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