HomeMy WebLinkAboutResolution 5090 Determining the Form and Details, Execution and Delivery and Levying Taxes for the Bozeman Public Safety Center General Obligation Bonds e�{A�
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RESOLUTION NO. 5090
RESOLUTION RELATING TO $34,405,000 GENERAL OBLIGATION BONDS, SERIES
2019; DETERMINING THE FORM AND DETAILS,AUTHORIZING THE EXECUTION
AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT THEREOF
BE IT RESOLVED by the City Commission (the "Commission") of the City of
Bozeman, Montana(the "City"), as follows:
Section 1
Authorization and Sale; Recitals.
1.01. Authorization. At an election duly called and held November 6, 2018, the electors
of the City authorized this Commission to issue and sell general obligation bonds of the City in
one or more series in the maximum principal amount of$36,965,000 for the purpose of paying,
with other available funds of the City,the costs of designing, constructing, equipping and
furnishing on City-owned land at the corner of East Oak Street and North Rouse Avenue a new
Bozeman Public Safety Center, to include the City's fire station#1,police department
headquarters, municipal courts,prosecution,victim services, and other justice services, and
associated site improvements (the"Project"), and costs associated with the sale and issuance of
the bonds for the Project. This Commission has determined that it is in the best interests of the
City,upon the terms hereinafter set forth, to sell to Stifel,Nicolaus & Company, Incorporated, of
Denver, Colorado (the"Underwriter"), by private negotiated sale, its general obligation bonds in
the principal amount of$34,405,000,pursuant to Montana Code Annotated, Sections 7-7-4254
and 17-5-107, in order to pay a portion of the costs of the Project and costs associated with the
sale and issuance of such general obligation bonds.
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1.02. Purchase and Sale. The Underwriter and the City have entered into a Bond
Purchase Agreement, dated as of August 28, 2019, regarding the purchase and sale of general
obligation bonds of the City,to be denominated"General Obligation Bonds, Series 2019" (the
"Bonds"), in the aggregate principal amount of$34,405,000 at a purchase price of
$38,073,816.40 (representing the par amount of the Bonds plus net original issue premium of
$3,772,031.40 and less underwriter's discount of$103,215.00). The Bonds bear interest at the
rates and mature on the dates and in the amounts and contain the further terms and conditions set
forth in this Resolution. The true interest cost of the Bonds is 2.099606%. The sale of the Bonds
to the Underwriter is hereby ratified and confirmed.
1.03. Recitals. All acts, conditions and things required by the Constitution and laws of
the State of Montana, including Montana Code Annotated, Title 7, Chapter 7, Part 42, as
amended, in order to make the Bonds valid and binding general obligations in accordance with
their terms and in accordance with the terms of this Resolution have been done, do exist, have
happened and have been performed in regular and due form,time and manner as so required.
The City has full power and authority to issue the Bonds.
The indebtedness to be evidenced by the Bonds,together with all other outstanding
general obligation indebtedness of the City, will not exceed 2.50% of the total assessed valuation
of taxable property of the City, determined as provided in Section 15-8-111, M.C.A., as
ascertained by the last assessment for state and county taxes.
Section 2
Bond Terms,Execution and Delivery.
2.01. Terms of Bonds. The Bonds shall be designated"General Obligation Bonds, Series
2019." The Bonds shall be in the denomination of$5,000 each or any integral multiple thereof of
single maturities. The Bonds shall mature on July 1 in the years and amounts listed below, and
Bonds maturing in such years and amounts shall bear interest from date of original issue until paid
or duly called for redemption, at the rate per annum shown opposite such years and amounts, as
follows:
[See following page]
Page 2 of 25
Year Amount Rate Year Amount Rate
2020 $ 990,000 2.000% 2030 $1,730,000 4.000%
2021 1,280,000 2.000 2031 1,800,000 4.000
2022 1,305,000 2.000 2032 1,875,000 4.000
2023 1,330,000 3.000 2033 1,950,000 4.000
2024 1,370,000 4.000 2034 2,025,000 4.000
2025 1,425,000 4.000 2035 2,110,000 2.250
2026 1,480,000 4.000 2036 2,155,000 2.375
2027 1,540,000 4.000 2037 2,205,000 2.375
2028 1,600,000 4.000 2038 2,260,000 2.375
2029 1,665,000 4.000 2039 2,310,000 2.500
Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months.
2.02. Registered Form, Interest Payment Dates. The Bonds shall be issuable only in fully
registered form, and the ownership of the Bonds shall be transferred only upon the bond register
of the City hereinafter described. The interest on the Bonds shall be payable on January 1 and July
1 in each year, commencing January 1,2020. Interest on the Bonds shall be payable to the owners
of record thereof as such appear on the bond register as of the close of business on the 15th day of
the month immediately preceding each interest payment date,whether or not such day is a business
day. Interest on, and upon presentation and surrender thereof,the principal of each Bond shall be
payable by check or draft issued by or drawn on the Registrar described herein or, as appropriate,
by wire transfer.
2.03. Dated Date. Each Bond shall be originally dated as of September 18, 2019,and upon
authentication of any Bond the Registrar(as hereinafter defined) shall indicate thereon the date of
such authentication.
2.04. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent(the"Registrar"). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto shall be as follows:
(a) Re ister. The Registrar shall keep at its principal office a bond register in which
the Registrar shall provide for the registration of ownership of Bonds and the registration
of transfers and exchanges of Bonds entitled to be registered,transferred or exchanged.
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(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written instrument of
transfer,in form satisfactory to the Registrar,duly executed by the registered owner thereof
or by an attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of the same series of a like aggregate principal amount and maturity, as
the case may be, as requested by the transferor. The Registrar may, however, close the
books for registration of any transfer of any Bond or portion thereof selected or called for
redemption.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds
of the same series of a like aggregate principal amount, interest rate and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer,the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the owner's
order shall be valid and effectual to satisfy and discharge the liability of the City upon such
Bond to the extent of the sum or sums so paid.
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(g) Taxes,Fees and Charges. For every transfer or exchange of Bonds (except for
an exchange upon the partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost,stolen or destroyed,the Registrar shall deliver a new Bond of the same
series of like amount,number,maturity date and tenor in exchange and substitution for and
upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith;and,in the case of a Bond lost,stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Bond was lost, stolen
or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to the
City. If the mutilated, lost, stolen or destroyed Bond has already matured or such Bond
has been called for redemption in accordance with its terms, it shall not be necessary to
issue a new Bond prior to payment.
2.05. Appointment of Initial Re isg trar. The City hereby appoints U.S. Bank National
Association, in Salt Lake City, Utah, to act as registrar, transfer agent and paying agent (the
"Registrar"). The City reserves the right to appoint a successor bond registrar, transfer agent or
paying agent, as authorized by the Model Public Obligations Registration Act of Montana,
Montana Code Annotated, Title 17, Chapter 5, Part 11, as amended (the "Registration Act"), but
the City agrees to pay the reasonable and customary charges of the Registrar for the services
performed.
2.06. Optional Redemption.
(a) Bonds with stated maturities in the years 2020 through 2029 are not subject to
optional redemption prior to their stated maturities. Bonds with stated maturities on or after July
1,2030 are subject to redemption on July 1, 2029 and any date thereafter,at the option of the City,
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in whole or in part, and if in part from such stated maturities and in such principal amounts as the
City may designate in writing to the Registrar (or, if no designation is made, in inverse order of
maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot or
other manner it deems fair),at a redemption price equal to the principal amount thereof and interest
accrued to the redemption date, without premium.
(b) The date of redemption and the principal amount of the Bonds to be redeemed
shall be fixed by the City Manager who shall give notice thereof to the Registrar at least 45 days
prior to the redemption date. At least thirty days prior to the designated redemption date, the
Registrar shall cause notice of redemption to be mailed, by first class mail, or by other means
required by the securities depository,to the registered owners of each Bond to be redeemed at their
addresses as they appear on the bond register described in Section 2.04, but no defect in or failure
to give such notice shall affect the validity of proceedings for the redemption of any Bond not
affected by such defect or failure. The notice of redemption shall specify the redemption date,
redemption price,the numbers, interest rates, CUSIP numbers, and the maturity date of the Bonds
or portions thereof to be redeemed and the place at which the Bonds are to be surrendered for
payment. Official notice of redemption having been given as aforesaid, the Bonds or portions
thereof so to be redeemed shall,on the redemption date,become due and payable at the redemption
price therein specified and from and after such date (unless the City shall default in the payment
of the redemption price) such Bonds or portions thereof shall cease to bear interest.
2.07. Execution and Delivery. The Bonds shall be forthwith prepared for execution under
the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the
Mayor, the City Manager and the City Clerk, provided that said signatures may be printed,
engraved or lithographed facsimiles thereof. The seal of the City need not be imprinted on or
affixed to any Bond. In case any officer whose signature or a facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the delivery thereof, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes,the same as if such officer had
remained in office until delivery. When the Bonds have been so executed by said City officers,
they shall be registered by the City Clerk in accordance with Montana Code Annotated, Section
7-7-4257, as amended. Notwithstanding such execution, no Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit under this Resolution unless and until a
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certificate of authentication on such Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds need
not be signed by the same representative. The executed certificate of authentication on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Bonds have been fully executed and authenticated, they shall be delivered by the
Registrar to the Underwriter or as otherwise directed upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Underwriter shall not
be obligated to see to the application of the purchase price.
2.08. Securities Depository for the Bonds.
(a) For purposes of this Section 2.08, the following terms shall have the following
meanings:
"Beneficial Owner" shall mean,whenever used with respect to a Bond, the
person in whose name such Bond is recorded as the beneficial owner of such Bond
by a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York,
New York.
"Participant" shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Blanket Issuer Letter of
Representations pursuant to which the City agrees to comply with DTC's
Operational Arrangements.
(b) The Bonds of each series shall be initially issued as separately authenticated
fully registered Bonds, and one Bond shall be issued in the principal amount of each stated
maturity of each series of the Bonds. Upon initial issuance, the ownership of such Bonds
shall be registered in the Bond register in the name of Cede & Co., as nominee of DTC.
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The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner
of the Bonds registered in its name for the purposes of payment of the principal of or
interest on the Bonds,selecting the Bonds or portions thereof to be redeemed,if any,giving
any notice permitted or required to be given to registered owners of Bonds under this
Resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and
neither the Registrar nor the City shall be affected by any notice to the contrary. Neither
the Registrar nor the City shall have any responsibility or obligation to any Participant, any
Person claiming a beneficial ownership interest in the Bonds under or through DTC or any
Participant, or any other Person which is not shown on the Bond register as being a
registered owner of any Bonds, with respect to the accuracy of any records maintained by
DTC or any Participant, with respect to the payment by DTC or any Participant of any
amount with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this Resolution, with
respect to the selection by DTC or any Participant of any person to receive payment in the
event of a partial redemption of the Bonds, or with respect to any consent given or other
action taken by DTC as registered owner of the Bonds. So long as any Bond is registered
in the name of Cede& Co., as nominee of DTC,the Registrar shall pay all principal of and
interest on such Bond, and shall give all notices with respect to such Bond, only to Cede&
Co. in accordance with the Representation Letter, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to the principal
of and interest on the Bonds to the extent of the sum or sums so paid. No Person other than
DTC shall receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the City to make payments of principal and interest. Upon delivery by DTC
to the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in
accordance with paragraph(e)hereof.
(c) In the event the City determines to discontinue the book-entry-only system for
one or both series of Bonds, the City may notify DTC and the Registrar, whereupon DTC
shall notify the Participants of the availability through DTC of Bonds of such series in the
form of certificates. In such event, the Bonds of such series will be transferable in
accordance with paragraph (e) hereof. DTC may determine to discontinue providing its
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services with respect to the Bonds of one or both series at any time by giving notice to the
City and the Registrar and discharging its responsibilities with respect thereto under
applicable law. In such event the Bonds of such series will be transferable in accordance
with paragraph(e) hereof.
(d)The Representation Letter sets forth certain matters with respect to,among other
things, notices, consents and approvals by registered owners of the Bonds and Beneficial
Owners and payments on the Bonds. The Registrar shall have the same rights with respect
to its actions thereunder as it has with respect to its actions under this Resolution.
(e) In the event that any transfer or exchange of Bonds of a series is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon
receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate
instruments of transfer to the permitted transferee in accordance with the provisions of this
Resolution. In the event Bonds in the form of certificates are issued to owners other than
Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another
securities depository as owner of all the Bonds,the provisions of this Resolution shall also
apply to all matters relating thereto, including, without limitation, the preparation of such
Bonds in the form of Bond certificates and the method of payment of principal of and
interest on such Bonds in the form of Bond certificates.
2.10 Form of Bonds. The Bonds shall be prepared in substantially the form set forth in
Exhibit A hereto, and by this reference made a part hereof.
Section 3
Security Provisions.
3.01. Project Account; Use of Proceeds. There is hereby created a special account to be
designated as the "Public Safety Center Project Account" (the "Project Account"), to be held and
administered by the City Manager separate and apart from all other funds and accounts of the City.
The City appropriates to the Project Account the proceeds of the sale of the Bonds in the amount
of (a) $38,073,816.40 (representing the principal amount of the Bonds, plus net original issue
premium on the Bonds, less underwriter's discount), and (b) all income derived from the
Page 9 of 25
investment of amounts on hand in the Project Account. The Project Account shall be used solely
to defray expenses of the Project to be paid with proceeds of the Bonds,including costs of issuance
of the Bonds. Upon payment of all costs and expenses of the Project to be paid with proceeds of
the Bonds and investment earnings thereon, any amounts remaining in the Project Account shall
be credited and paid to the Debt Service Account,
3.02. Debt Service Account. There is hereby created a special account to be designated as
the "Public Safety Center Debt Service Account" (the "Debt Service Account"), to be held and
administered by the City Manager separate and apart from all other funds and accounts of the City,
to be used solely to pay principal of and interest on the Bonds. The City irrevocably appropriates
to the Debt Service Account: (a)all funds,if any,to be transferred thereto from the Project Account
in accordance with the provisions of Section 3.01, (b) any taxes levied in accordance with this
Resolution, (c) all income derived from the investment of amounts on hand in the Debt Service
Account, and (d) such other money as shall be received and appropriated to the Debt Service
Account from time to time.
3.03. Tax Levies. The full faith and credit and taxing powers of the City shall be and are
hereby irrevocably pledged to the payment of the Bonds and interest due thereon, and the City
shall cause taxes to be levied annually on all taxable property in the City, without limitation as to
rate or amount,sufficient to pay the interest on the Bonds when it falls due and to pay and discharge
the principal at maturity of each and all of the Bonds as they respectively become due.
Section 4
Tax Covenants and Certifications.
4.01. Use of the Project. The Project will be owned and operated by the City and available
for use by members of the general public on a substantially equal basis. The City shall not enter
into any lease,use or other agreement with any non-governmental person relating to the use of the
Project or security for the payment of the Bonds which might cause the Bonds to be considered
"private activity bonds"or"private loan bonds"within the meaning of Section 141 of the Internal
Revenue Code of 1986, as amended (the"Code").
Page 10 of 25
4.02. General Covenant. The City covenants and agrees with the owners from time to time
of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents
any action which would cause the interest on the Bonds to become includable in gross income for
federal income tax purposes under the Code and applicable Treasury Regulations (the
"Regulations"), and covenants to take any and all actions within its powers to ensure that the
interest on the Bonds will not become includable in gross income for federal income tax purposes
under the Code and the Regulations.
4.03. Arbitrage Certification. The Mayor, the City Manager and the City Clerk, being
among the officers of the City charged with the responsibility for issuing the Bonds pursuant to
this Resolution, are authorized and directed to execute and deliver to the Underwriter a certificate
in accordance with the provisions of Section 148 of the Code, and Section 1.148-2(b) of the
Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date
of issue and delivery of the Bonds,it is reasonably expected that the proceeds of the Bonds will be
used in a manner that would not cause the Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code and the Regulations.
4.04. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records,
make such determinations, file such reports and documents and pay such amounts at such times as
are required under said Section 148(f) and applicable Regulations to preserve the exclusion of
interest on the Bonds from gross income for federal income tax purposes,unless the Bonds qualify
for the exception from the rebate requirement under Section 148(f)(4)(B)of the Code and no"gross
proceeds" of the Bonds (other than amounts constituting a "bona fide debt service fund") arise
during or after the expenditure of the original proceeds thereof. In furtherance of the foregoing,
the Mayor, the City Manager and the City Clerk are hereby authorized and directed to execute a
Rebate Certificate, substantially in the form to be prepared by Bond Counsel, and the City hereby
covenants and agrees to observe and perform the covenants and agreements contained therein,
unless amended or terminated in accordance with the provisions thereof.
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4.05. Information Reporting. The City shall file with the Secretary of the Treasury, not
later than November 15, 2019, a statement concerning the Bonds containing the information
required by Section 149(e) of the Code.
Section 5
Defeasance or Discharge.
5.01. General. When the liability of the City on all Bonds issued under and secured by
this Resolution and all interest thereon has been discharged as provided in this section, all pledges,
covenants and other rights granted by this Resolution to the Holders of such Bonds shall cease.
5.02. Maturi . The City may discharge its liability with reference to all Bonds and interest
thereon which are due on any date by depositing with the Registrar for such Bonds on or before
the date a sum sufficient for the payment thereof in full; or if any Bond or interest thereon shall
not be paid when due, the City may nevertheless discharge its liability with reference thereto by
depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued
to the date of such deposit.
5.03. Redem tp ion. The City may also discharge its liability with reference to any
prepayable Bonds which are called for redemption on any date in accordance with their terms, by
depositing with the Registrar on or before that date an amount equal to the principal, interest and
redemption premium, if any,which are then due thereon,provided that notice of such redemption
has been duly given as provided in this Resolution.
5.04. Escrow. The City may also at any time discharge its liability in its entirety with
reference to any Bonds subject to the provisions of law now or hereafter authorizing and regulating
such action, by depositing irrevocably in escrow,with a bank qualified by law as an escrow agent
for this purpose, cash or securities which are general obligations of the United States or securities
of United States agencies which are authorized by law to be so deposited,bearing interest payable
at such times and at such rates and maturing on such dates as shall be required, without
reinvestment, to provide funds sufficient to pay all principal, interest and redemption premiums,
if any, to become due on such Bonds at their Stated Maturities or, if such Bonds are prepayable
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and notice of redemption thereof has been given or irrevocably provided for, to such earlier
redemption date.
Section 6
Continuing Disclosure.
The Commission hereby approves the Continuing Disclosure Undertaking of the City
substantially in the form of the attached Exhibit B and authorizes the Mayor and the City Manager,
or in the absence of either of them or in the event of their inability to sign, their designees, to
execute and deliver on behalf of the City contemporaneously with the date of issuance and delivery
of the Bonds the Continuing Disclosure Undertaking, with such changes as may be necessary or
appropriate. The signatures of any two authorized officials of the City are adequate to cause the
Continuing Disclosure Undertaking to be binding and enforceable on the City.
Section 7
Certification of Proceedings.
The officers of the City are hereby authorized and directed to prepare and furnish to the
Underwriter and to Dorsey&Whitney LLP,Bond Counsel,certified copies of all proceedings and
records of the City, and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds as the same appear from the
books and records under their custody and control or as otherwise known to them, and all such
certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
Section 8
Repeals and Effective Date.
8.01. Repeal. All provisions of other resolutions and other actions and proceedings of the
City and this Commission that are in any way inconsistent with the terms and provisions of this
Resolution are repealed, amended and rescinded to the full extent necessary to give full force and
effect to the provisions of this Resolution.
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8.02. Effective Date. This Resolution shall take effect immediately upon its passage and
adoption by this Commission.
PASSED, ADOPTED, AND APPROVED by the City Commission of the City of
Bozeman, Montana, at a regular session thereof held on the 9th day of_September, 2019.
HIA L. S
Mayor
ATTEST:
C), ' •• '
r �
ROBI CROUGH * ; r r. •
City Clerk �. .1�83 •••
J` .' TIN co APPR VED AS FORM:
G LIVAN
City ttorney
Page 14 of 25
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF GALLATIN
CITY OF BOZEMAN
GENERAL OBLIGATION BOND
SERIES 2019
No. $ .00
Date of
Rate mqwrAy Original Issue CUSIP
% July 1, September 18, 2019 103637
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: AND N0/100 DOLLARS
FOR VALUE RECEIVED, City of Bozeman, Gallatin County, State of Montana (the
"City"), acknowledges itself to be indebted and hereby promises to pay to the registered owner,
named above, or registered assigns, the principal amount specified above on the maturity date
specified above or, if this Bond is prepayable as stated herein, on any date prior thereto on which
this Bond shall have been duly called for redemption, and to pay interest on said principal amount
to the registered owner hereof from the Date of Original Issue set forth above or from such later
date to which interest has been paid or duly provided for until this Bond is paid or, if this Bond is
prepayable, until it has been duly called for redemption, at the rate specified above. Principal of
this Bond is payable upon presentation and surrender hereof to U.S. Bank National Association,
of Salt Lake City, Utah, as Bond Registrar, Transfer Agent and Paying Agent, or its successor
designated under the Resolution described herein (the "Registrar"), at its operations center in St.
Paul, Minnesota. The interest on this Bond shall be payable on January 1 and July 1 in each year,
commencing January 1, 2020, and shall be calculated on the basis of a 360-day year composed of
twelve 30-day months. Interest on the Bonds shall be payable to the owners of record thereof as
such appear on the bond register as of the close of business on the 15th day of the month
immediately preceding each interest payment date, whether or not such day is a Business Day.
Interest on, and upon presentation and surrender thereof, the principal of each Bond shall be
payable by check or draft issued by the Registrar described herein. "Business Day" means any
day other than a Saturday, Sunday or legal holiday of the State of Montana.
The principal of and interest on this Bond are payable in lawful money of the United States
of America. For the prompt and full payment of such principal and interest as the same
respectively become due,the full faith and credit and taxing powers of the City have been and are
hereby irrevocably pledged.
Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the
name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other
nominee of The Depository Trust Company or other securities depository, the Registrar shall pay
all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only
to Cede & Co. or other nominee in accordance with the operational arrangements of The
Depository Trust Company or other securities depository as agreed to by the City.
This Bond is one of an issue in the total principal amount of$34,405,000(the"Series 2019
Bonds"), all of like date of original issue and tenor except as to serial number, denomination,
maturity date, interest rate and redemption privilege, all authorized by the favorable vote of more
than the requisite majority of the qualified electors of the City voting on the question of the
issuance thereof at a duly held election, all pursuant to resolutions duly adopted by the City
Commission, including a bond resolution adopted on September 9, 2019 (the "Resolution"), and
in full conformity with the Constitution and laws of the State of Montana thereunto enabling. The
Bonds are issuable only as fully registered bonds of single maturities, in denominations of$5,000
or any integral multiple thereof.
Bonds with stated maturities in the years 2020 through 2029 are not subject to redemption
prior to their stated maturities. Bonds with stated maturities on or after July 1,2030 are subject to
redemption on July 1, 2029 and any date thereafter, at the option of the City, in whole or in part,
and if in part from such stated maturities and in such principal amounts as the City may designate
in writing to the Registrar (or, if no designation is made, in inverse order of maturities and within
a maturity in $5,000 principal amounts selected by the Registrar by lot or other manner it deems
fair), at a redemption price equal to the principal amount thereof and interest accrued to the
redemption date, without premium.
The date of redemption and the principal amount of the Bonds shall be fixed by the City
Manager, who shall give notice thereof to the Registrar at least forty-five days prior to the date of
redemption. At least thirty days prior to the designated redemption date,the Registrar shall cause
notice of redemption to be mailed,by first class mail, or by other means required by the securities
depository,to the registered owners of each Bond to be redeemed at their addresses as they appear
on the bond register. No defect in or failure to give such notice shall affect the validity of
proceedings for the redemption of any Bond not affected by such defect or failure. The notice of
redemption shall specify the redemption date,redemption price,the numbers,interest rates,CUSIP
numbers, and the maturity date of the Bonds or portions thereof to be redeemed and the place at
which the Bonds are to be surrendered for payment. Official notice of redemption having been
given as aforesaid,the Bonds or portions thereof so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bonds or portions
thereof shall cease to bear interest.
As provided in the Resolution and subject to certain limitations set forth therein,this Bond
is transferable upon the books of the City in the principal office of the Registrar, by the registered
owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof
together with a written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or his attorney, and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon any such transfer or exchange, the City will cause a new Bond
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or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Montana to be done,to
exist, to happen and to be performed precedent to and in the issuance of this Bond, in order to
make it a valid and binding general obligation of the City according to its terms, have been done,
do exist,have happened and have been performed in regular and due form, time and manner as so
required; that the City Commission will annually levy an ad valorem tax on all of the taxable
property in the City in an amount sufficient to pay the interest hereon when it falls due and also to
pay and discharge the principal of this Bond at maturity; that this Bond, together with all other
general obligation indebtedness of the City outstanding on the date of original issue hereof, does
not exceed any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by the manual signature of one of its authorized representatives.
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IN WITNESS WHEREOF, City of Bozeman, Montana, by its City Commission, has
caused this Bond to be executed by the facsimile signatures of the Mayor, the City Manager and
the City Clerk and by a printed facsimile of the official seal of the City.
CITY OF BOZEMAN, MONTANA
(Facsimile Signature)
MAYOR
(Facsimile Signature)
(Facsimile Seal) CITY MANAGER
(Facsimile Signature)
CITY CLERK
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned herein.
U.S. BANK NATIONAL ASSOCIATION,
as Registrar, Transfer Agent, and
Paying Agent
By
Authorized Signature
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The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM-- as tenants UTMA............Custodian.....................
in common (Cult) (Minor)
TEN ENT-- as tenants
by the entireties
under Uniform Gifts to
JT TEN -- as joint tenants Minor Act............................................
with right of (State)
survivorship and
not as tenants in
common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney to transfer the within
Bond on the books kept for registration thereof,with full power of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this assignment
OF ASSIGNEE: must correspond with the name as it appears
upon the face of the within Bond in every
particular,without alteration, enlargement
or any change whatsoever.
SIGNATURE GUARANTEED
Signature(s)must be guaranteed by an
"eligible guarantor institution"meeting
the requirements of the Bond Registrar,
which requirements include membership
or participation in STAMP or such other
"signature guaranty program"as may be
determined by the Bond Registrar in
addition to or in substitution for STAMP,
all in accordance with the Securities
Exchange Act of 1934,as amended.
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EXHIBIT B
CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING is made by the City of Bozeman,
Montana(the "City') in connection with the issuance and delivery by the City of its $34,405,000
General Obligation Bonds, Series 2019 (the"Bonds"), as of this 18th day of September, 2019.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit participating
underwriters in the primary offering of the Bonds to comply with paragraph(b)(5) of Rule 15c2-
12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended(the "Rule"), the City hereby makes the following covenants and agrees, for
the benefit of the Owners (as hereinafter defined) from time to time of the outstanding Bonds,to
provide annual reports of specified information and notice of the occurrence of certain events to
the Municipal Securities Rulemaking Board ("MSRB")through its Electronic Municipal Market
Access system website ("EMMA"), as hereinafter described. The City is the only"obligated
person"in respect of the Bonds within the meaning of the Rule for purposes of identifying the
entities in respect of which continuing disclosure must be made.
If the City fails to comply with this Continuing Disclosure Undertaking, any person
aggrieved-thereby, including the Owners of any outstanding Bonds, may take whatever action at
law or in equity may appear necessary or appropriate to enforce performance and observance of
this Continuing Disclosure Undertaking, including an action for a writ of mandamus or specific
performance. Direct, indirect, consequential and punitive damages shall not be recoverable for
any default hereunder. Notwithstanding anything to the contrary contained herein, in no event
shall a default under this Continuing Disclosure Undertaking constitute a default under the
Bonds or under any other provision of this Resolution.
As used herein, "Owner"means, in respect of a Bond,the registered owner or owners
thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as
hereinafter defined)thereof, if such Beneficial Owner provides to the Registrar evidence of such
beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used
herein, "Beneficial Owner"means, in respect of a Bond, any person or entity that(i) has the
power, directly or indirectly,to vote or consent with respect to, or to dispose of ownership of,
such Bond(including persons or entities holding Bonds through nominees, depositories or other
intermediaries), or(ii)is treated as the owner of the Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
subsection(c)hereof, either directly or indirectly through an agent designated by the City,the
following information at the following times:
(1) on or before 270 days after the end of each fiscal year of the City, commencing
with the fiscal year ending June 30,2019,the following financial information and
operating data in respect of the City(the "Disclosure Information"):
(A) the audited financial statements of the City for such fiscal year,
accompanied by the audit report and opinion of the accountant or government
auditor relating thereto, as permitted or required by the laws of the State of
Montana, containing a balance sheet as of the end of such fiscal year and a
statement of operations, changes in fund balances and cash flows for the fiscal
year then ended,prepared in accordance with generally accepted accounting
principles promulgated by the Financial Accounting Standards Board as modified
in accordance with the governmental accounting standards promulgated by the
Governmental Accounting Standards Board or as otherwise provided under
Montana law, as in effect from time to time or, if and to the extent such financial
statements have not been prepared in accordance with such generally accepted
accounting principles for reasons beyond the reasonable control of the City,
noting the discrepancies therefrom and the effect thereof; and
(B) to the extent not included in the financial statements referred to in
paragraph(A) above, information of the type set forth below:
(1) updated figures for the City for such fiscal year to include
general obligation bonds outstanding, assessed valuation,taxable
valuation, estimated City population, and debt capacity;
(2) tax levy and collection figures for such fiscal year in a
format similar to the table in Appendix A to the Official Statement titled
"Tax Collections;" and
(3) a list of the major taxpayers for the City for such fiscal year
in a format similar to the table in Appendix A to the Official Statement
titled"Principal Property Taxpayers."
Notwithstanding anything herein, if the audited financial statements are not
available by the date specified,the City shall provide on or before such date unaudited
financial statements in the format required for the audited financial statements as part of
the Disclosure Information and, within ten days after the receipt thereof,the City shall
provide the audited financial statements.
Any or all of the Disclosure Information may be incorporated, if it is updated as
required hereby, by reference from other documents, including official statements, which
have been submitted to the MSRB in the manner set forth in subsection(c) hereof. The
City shall clearly identify the Disclosure Information in each document so incorporated
by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the City have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the City includes in the Disclosure Information
a statement to such effect;provided,however, if such operations have been replaced by
other City operations in respect of which data is not included in the Disclosure
Information and the City determines that certain specified data regarding such
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replacement operations would be material (as hereinafter defined),then, from and after
such determination, the Disclosure Information shall include such additional specified
data regarding the replacement operations.
If the Disclosure Information is changed or this Continuing Disclosure
Undertaking is amended, then the City shall include in the next Disclosure Information to
be delivered pursuant to this Continuing Disclosure Undertaking,to the extent necessary,
an explanation of the reasons for the amendment and the effect of any change in the type
of financial information or operating data provided.
(2) In a timely manner not in excess of ten business days, notice of the
occurrence of any of the following events:
(A) principal and interest payment delinquencies;
(B) non-payment related defaults, if material;
(C) unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) substitution of credit or liquidity providers, or their failure to
perform;
(F) adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB), or other material notices or determinations with respect to the
tax status of the Bonds or other material events affecting the tax status of the Bonds;
(G) modifications to rights of holders of the Bonds, if material;
(H) bond calls, if material, and tender offers;
(I) defeasances;
(J) release, substitution or sale of property securing repayment of the
Bonds, if material;
(K) rating changes;
(L) bankruptcy, insolvency,receivership, or similar event of the City;
(M) the consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets of the City,
other than in the ordinary course of business, the entry into a definitive agreement
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to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
(N) appointment of a successor or additional trustee or the change of
name of a trustee, if material;
(0) incurrence of a financial obligation of the City, if material, or
agreement to covenants, events of default, remedies,priority rights, or other
similar terms of a financial obligation of the City, any of which affect security
holders, if material; and
(P) default, event of acceleration,termination event, modification of
terms, or other similar events under the terms of the financial obligation of the
City, any of which reflect financial difficulties.
An event is "material" if it is an event as to which a substantial likelihood exists
that a reasonably prudent investor would attach importance thereto in deciding to buy,
hold or sell a Bond or, if not disclosed, would significantly alter the total information
otherwise available to an investor from the Official Statement, information disclosed in
this Bond Resolution or information generally available to the public. Notwithstanding
the foregoing sentence, an event is also "material" if it is an event that would be deemed
material for purposes of the purchase,holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the
occurrence of the event.
For purposes of paragraphs (0) and(P) above,the term"financial obligation"
means a(i) debt obligation; (ii) derivative instrument entered into in connection with, or
pledged as security or a source of payment for, an existing or planned debt obligation; or
(iii) guarantee of either(i) or (ii). A"financial obligation" does not include municipal
securities for which a final official statement has been provided to the MSRB consistent
with the Rule.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information
described above under paragraph (b)(1) above at the time specified thereunder;
(B) the amendment or supplementing of this Continuing Disclosure
Undertaking,together with a copy of such amendment or supplement and any
explanation provided by the City; and
(C) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the information described
in subsection(b)hereof to the MSRB via EMMA or in a manner as may be otherwise proscribed
by the MSRB consistent with the Rule. All documents provided to the MSRB shall be
accompanied by identifying information as prescribed by the MSRB.
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(d) Term; Amendments; Interpretation.
(1) This Continuing Disclosure Undertaking shall remain in effect so long as any
Bonds are outstanding.
(2) This Continuing Disclosure Undertaking (and the form and requirements of
the Disclosure Information)may be amended or supplemented by the City from time to
time, without notice to (except as provided in paragraph(b)(3)hereof) or the consent of
the Owners of any Bonds, by a resolution of this Commission filed in the office of the
recording officer of the City accompanied by an opinion of Bond Counsel, who may rely
on certificates of the City and others and the opinion may be subject to customary
qualifications,to the effect that the Continuing Disclosure Undertaking (and the form and
requirements of the Disclosure Information), as so amended or supplemented, will
comply with the provisions of paragraph(b)(5) of the Rule, assuming that such
provisions apply to the Bonds.
If the Disclosure Information is so amended,the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
reasons for the amendment and the effect, if any, of the change in the type of financial
information or operating data being provided hereunder.
(3) This Continuing Disclosure Undertaking is entered into to comply with the
continuing disclosure provisions of the Rule and should be construed so the undertaking
would satisfy the requirements of paragraph(b)(5) of the Rule.
[Signature Blocks For Mayor and City
Manager]
B-5
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. 5090, entitled: "RESOLUTION RELATING TO $34,405,000 GENERAL
OBLIGATION BONDS, SERIES 2019; DETERMINING THE FORM AND DETAILS,
AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR
THE PAYMENT 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
meeting on September 9, 2019, 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: M&40V— ANQQ-jAS 1AZ:A M&A
M�-1t, . [c9✓I�/I I�inYV�S J=CAj�I9S,g�Mg'P-L-J,4 voted against
the same: ; abstained from voting
thereon: pS ; or were absent: 0
WITNESS my hand officially this 9th day of September, 2019.
` t�taran
oozz -
ROBIN CROUGH � 0'4• •'Q`�'.
City Clerk