HomeMy WebLinkAboutResolution 3055 Authorizing $5 million GO bond issues and terms
COMMISSION RESOLUTION NO. 3055
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOZEMAN,
MONTANA, RELATING TO $5,000,000 GENERAL OBLIGATION BONDS,
SERIES 1995; DETERMINING THE FORM AND DETAILS, AUTHORIZING
THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE
PA YMENT THEREOF
NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of
Bozeman, Montana, as follows:
Section 1. Authorization and Sale: Recitals.
1.01 Authorization and Sale.
At an election duly called and held November 8, 1994, the electors of the City
authorized the issuance and sale of $5,000,000 general obligation bonds (the "Bonds") of
the City for the purpose of financing the implementation of a series of transportation projects
contained in the Bozeman Urban Transportation Plan 1993 Update and paying costs
associated with the sale and issuance of the Bonds (the "Project"). On March 20, 1995, the
City authorized and provided for the issuance and sale of its general obligation bonds in the
amount of $5,000,000 to fund the authorized Project. Pursuant to such authorization, this
Commission at a public sale duly noticed and held on April 4, 1995, awarded the sale of the
Bonds to D.A. Davidson & Co., of Great Falls, Montana, as account manager on behalf of
D.A. Davidson & Co., of Great Falls, Montana, and American Bank Bozeman, of Bozeman,
Montana, on a bid to purchase the Bonds at a price equal to the principal amount thereof and
accrued interest to the date of delivery, the Bonds to bear interest at the rates designated
by the Purchaser in such bid and as set forth in Section 2.01 of this resolution, which rates
result in a true interest rate of 5.53389%. The rates of interest designated by the Purchaser
result in a total dollar interest cost of $3,335,799.31. It is hereby found, determined and
declared that the interest rates designated by the Purchaser and set forth in Section 2.01
are consistent with the Purchaser's bide accepted by this Commission on April 4, 1995 and
are hereby approved. It is now desirable, proper and in the best interest of the City that the
form and details of the Bonds be set forth and prescribed in the official proceedings of this
Commission.
1.02 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
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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 indebtedness evidenced by the Bonds plus any outstanding general obligation bonds of
the City does not exceed 28 % of the taxable value of the property subject to taxation by the
City ascertained by the last completed assessment for state, county and school taxes
previous to this date. The City has full power and authority to issue the Bonds.
Section 2. Bond Terms. Execution and Deliverv.
2.01. Term of Bonds.
The Bonds shall be designated "General Obligation Bonds, Series 1995." The Bonds
shall be in the denomination of $5,000 each or any integral multiple thereof. 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 rates shown opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
1996 $ 85,000 7.00% 2006 $270,000 5.30%
1997 155,000 7.00 2007 285,000 5.40
1998 170,000 7.00 2008 300,000 5.50
1999 180,000 6.50 2009 320,000 5.50
2000 195,000 5.50 2010 335,000 5.60
2001 205,000 4.80 2011 355,000 5.60
2002 215,000 4.90 2012 380,000 5.70
2003 230,000 5.00 2013 400,000 5.70
2004 240,000 5.10 2014 425,000 5.75
2005 255,000 5.20
2.02. Reaistered 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, 1996. 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 fifteenth 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
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Bond, and, upon presentation and surrender thereof, shall be payable by check or draft
issued by the Registrar described herein.
20.3. Dated Date.
Each Bond shall be originally dated as of April 15, 1995, and upon authentication
of any Bond the Bond Registrar, Transfer Agent and Paying Agent shall indicate thereon the
date of such authentication.
2.04. Reaistration.
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) Reaister. 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.
(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 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
after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchanae 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 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 canceled by the Registrar and
thereafter disposed of as directed by the City.
(e) ImDrODer 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
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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.
(g) Taxes. Fees and Charaes. For every transfer or exchange of
Bonds, 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 Destroved Bonds. In case any Bond
shall become mutilated or be lost, stolen or destroyed, the
Registrar shall deliver a new Bond 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. Accointment of Initial Registrar.
The City hereby appoints Norwest Bank Montana, N.A., in Billings, Montana, 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 II, 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. Octional Redemction.
Bonds maturing in the years 1996 through 2004 shall not be subject to redemption
prior to maturity, but Bonds maturing in the years 2005 through 2014 shall each be subject
to redemption and prepayment within a maturity in $5,000 principal amounts selected by
the Registrar by lot or any other manner deemed fair, at the option of the City on January
1, 2005, and any business day thereafter, at a price equal to the principal amount thereof
and interest accrued to the redemption date. The Clerk of the Commission shall cause notice
of redemption to be published as required by law, and, at least thirty days prior to the
designated redemption date, shall cause notice of redemption to be mailed, by certified mail,
to the Registrar and 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
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give such mailed 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 and CUSIP numbers of the
Bonds to be redeemed and the place at which the Bonds are to be surrendered for payment,
which is the principal office of the Registrar. 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 Issuer shall default in the payment of the redemption price) such Bonds or
portions thereof shall cease to bear interest.
In addition to the notice prescribed by the preceding paragraph, the Clerk of the
Commission shall also give, or cause to be given, notice of the redemption of any Bond or
Bonds or portions thereof at least 35 days before the redemption date by certified mail or
telecopy tot he Purchaser and all registered securities depositories then in the business of
holding substantial amounts of obligations of the character of the Bonds (such depositories
now being The Depository Trust Company, of Garden City, New York; Midwest Securities
Trust Company, of Chicago, Illinois; Pacific Securities Depository Trust Company, of San
Francisco, California; and Philadelphia Depository Trust Company,
of Philadelphia,
Pennsylvania) and one or more national information services that disseminate information
regarding municipal bond redemptions; provided that any defect in or any failure to give any
notice of redemption prescribed by this paragraph shall not affect the validity of the
proceedings for the redemption of any Bond or portion thereof.
2.07. Execution and Deliverv.
The Bonds shall be forthwith prepared for execution under the direction of the Clerk
of the Commission and the Purchaser, and shall be executed on behalf of the City by the
signatures of the Mayor, the City Manager and the Clerk of the Commission, and shall be
sealed with the official seal of the City, provided that said signatures and the seal may be
printed, engraved or lithographed facsimiles thereof. in case any officer whose signature or
a facsimile of who 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 Clerk of
Commission in accordance with Montana Code
Annotated, Section 7-7-4257.
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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 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 Clerk of the Commission to the Purchaser upon payment of the purchase
price in accordance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
20.8 Securities DeDositorv for Series 1995 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 nay broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
"Representation letter" shall mean the Representation letter from
the City and the Registrar to DTC with respect to the Bonds,
substantially in the form to be attached to this resolution as
Exhibit A. which is hereby incorporated herein by reference and
made a part hereof.
(b) The Bonds 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 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.
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 the Resolution
or this
Supplemental 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
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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 the
Resolution or this
Supplemental 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 that it is in the best interest of
the Beneficial Owners that they be able to obtain Bonds in the
form of Bond certificates, the City may notify DTC and the
Registrar, whereupon DTC shall notify the Participants of the
availability through DTC of Bonds in the form of certificates. In
such event, the Bonds will be transferable in accordance with
paragraph (e) hereof. DTC may determine to discontinue
providing it s services with respect to the Bonds at any time by
giving notice to the City and the Registrar and discharging it s
responsibilities with respect thereto under applicable law. In such
event the Bonds will be transferable in accordance with paragraph
(e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the City Manager in the form attached as Exhibit A with such
changes, omissions, insertions and revisions as the Clerk of the
Commission and the City Attorney shall deem advisable, is hereby
authorized, and execution of the Representation Letter by the City
Manager shall be conclusive evidence of such approval. The
Representation Letter shall set 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 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 forms 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 printing 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.
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Section 3. Form of Bonds. ODinion.
3.01. Form. The bonds shall be issued in substantially the followina form:
(Face of the Bonds)
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF GALLATIN
CITY OF BOZEMAN
GENERAL OBLIGATION BOND, SERIES 1995
No. $
Maturitv Date of
~ Q& Original Issue CUSIP
April 15, 1995
REGISTERED OWNER: SEE REVERSE FOR
CERTAIN DEFINITIONS
PRINCIPAL AMOUNT: DOLLARS
The City of Bozeman, Gallatin County, State of Montana (the City), acknowledges
itself to be indebted and for value received 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 April 15, 1995 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 Norwest Bank
Montana, N.A., as Bond Registrar, Transfer Agent and Paying Agent, at its operations center
in Minneapolis, Minnesota, or its successor designated under the Resolution described herein
(the Registrar). Interest on this Bond is payable semiannually on each January 1 and July,
commencing on January 1, 1996, by check or draft mailed by the Registrar to the person
in whose name this Bond is registered as of the close of business on the 15th day (whether
or not a business day) of the immediately preceding month, at his address as it appears on
the bond register maintained by the Registrar.
The principal of and interest on this Bond are payable in lawful money of the United
State of America. For the prompt and full payment of such principal and interest as the
same respectively become due, the full faith, credit and taxing powers of the City have been
and are hereby irrevocably pledged.
Additional provisions of this Bond are contained on the reverse hereof and such
provisions shall for all purposes have the same effect as though fully set forth hereon.
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
re p rese ntatives.
IN WITNESS WHEREOF, the City of Bozeman, Gallatin County, State of Montana,
by it City Commission, has caused this Bond to be executed by the facsimile signatures of
the Mayor, the City Manager and the Clerk of the Commission, and by a facsimile of the
official seal of the City.
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Date of Authentication:
Attest: (Facsimile Signature) (Facsimile Signature)
Mayor City Manager
(Facsimile Seal) (Facsimile Signature)
Clerk of the Commission
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
NORWEST BANK MONTANA, N.A.
as Bond Registrar, Transfer Agent,
and Paying Agent
By
Authorized Signature
(Reverse of the Bonds)
This Bond is one of an issue in the total principal amount of $5,000,000, 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 an election duly held, for the City for the purpose of financing the implementation
of a series of transportation projects contained in the Bozeman Urban Transportation Plan
1993 Update and paying costs associated with the sale and issuance of Bonds, all pursuant
to resolutions duly adopted by the City Commission, including a resolution adopted on April
17, 1995 (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 of this issue maturing in the years 1996 through 2004 are payable on their
respective stated maturity dates without option of prior payment, but Bonds having stated
maturity dates in the years 2005 through 2014 are each subject to redemption and
prepayment at the option of the City, in $5,000 principal amounts selected by lot or any
other manner deemed fair within a maturity on January 1, 2005, and any business day
thereafter, at a price equal to the principal amount thereof to be redeemed plus interest
accrued to the redemption date. Notice of the call for redemption of any Bond prior to its
stated maturity date will be mailed, at least thirty days before said redemption date, to the
Registrar and to the registered owner thereof. Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the registered owner without charge, representing the
remaining principal amount outstanding.
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 operations center 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 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
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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 sufficient to pay the interest hereon when it falls
due and also to pay and discharge the principal of this Bond at maturity; and that this Bond,
together with all other indebtedness of the City outstanding on the date of original issue
hereof and on the date of the delivery of the Bonds of this issue to the original purchaser
thereof, does not exceed any constitutional or statutory limitation of indebtedness.
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 and
regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
-
in common (Cust) (Minor)
TEN ENT-- as tenants
by the entireties
under Uniform Gifts to
JT TEN -- As joint tenants Minors
with right of
survivorship and Act
not as tenants in (State)
common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
the within Bonds 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
OR ASSIGNEE assignment must correspond with the
name as it appears upon the face of
the within Bond in every particular,
without alteration or enlargement or
any change whatsoever.
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Signature Guarantee:
Signature(s) must be guaranteed
by a member of the Medallion
Signature Program
30.2. Leaal ODinion.
A copy of the text of the legal opinion of Bond Counsel shall be printed on the
reverse side of each of the Bonds and identified by a certificate in the following form:
We certify that the above is a full, true and correct copy of the legal opinion
rendered by Bond Counsel on the issue of Bonds of the City of Bozeman, Gallatin County,
Montana, which includes the within Bond, dated as of the date of delivery of and payment
for the Bonds.
(Facsimile Signature) (Facsimile Signature) (Facsimile Signature)
Mayor City Manager Clerk of the Commission
Section 4. Securitv Provisions.
4.01. Construction Account; Use of Proceeds.
There is hereby created a special account to be designated as the "1995
Construction Account" (the "Construction Account"), to be held and administered by the
Director of Finance of the Commission separate and apart from all other funds of the City.
The City appropriates to the Construction Account (a) the proceeds of the sale of the Bonds
in the amount of $5,000,000 and (b) all income derived from the investment of amounts on
hand in the Construction Account. The Construction Account shall be used solely to defray
expenses of the Project, including but not limited to the transfer to the Debt Service Account
described in Section 4.02 of amounts sufficient for the payment of interest and principal, if
any, due upon the Bonds prior to the completion and payment of all costs of the Project.
Upon completion and payment of all costs of the Project, any remaining proceeds of Bonds
in the Construction Account shall be credited and paid to the Debt Service Account.
4.02. Debt Service Account.
So long as any of the Bonds are outstanding and any principal thereof or interest
thereon unpaid, the Director of Finance shall maintain a separate and special 1995 Debt
Service Account ( the "Debt Service Account") to be used for no purpose other than the
payment of the principal of and interest on the Bonds. The City irrevocably appropriates to
the Debt Service Account: (a) any proceeds of the Bonds in excess of $5,000,000, (b) all
funds to be credited and paid thereto in accordance with the provisions of Section 4.01, (c)
any taxes levied in accordance with this resolution, (d) all income derived from the
investment of amounts on hand in the Debt Service Account, and (e) such other money as
shall be received and appropriated to the Debt Service Account from time to time.
Section 5. Tax Levies.
The full faith, 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 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 6. Arbitraae and Certification of Proceedings.
6.01. Certification.
The Mayor, Clerk of the Commission and Director of Finance, being among the
officers of the City charged with the responsibility for issuing the Bonds, are authorized and
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directed to execute and deliver to the Purchaser a certification in accordance with the
provisions of Section 148 of the Code and the Treasury Regulations, Section 1.148-2(b),
stating the facts, estimates and circumstances in existence on the date of issue and delivery
of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be
used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning
of Section 148 of the Code and applicable Treasury Regulations. The certification shall
further state that to the best of the knowledge and belief of the certifying officers no other
facts, estimates or circumstances exist which would materially change this expectation.
6.02. Covenant.
The City covenants and agrees with the holders 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
that would cause the interest on the Bonds to become subject to taxation under the
provisions of the Code and the Treasury Regulations applicable thereunder, and covenants
and agrees that it will take or cause its officers, employees or agents to take any action
within its or their powers to prevent the interest on the Bonds from becoming includable in
gross income for purposes of federal income taxation under the Code and applicable Treasury
Regulations.
6.03. 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 Treasury 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 Director of Finance is hereby authorized and directed to
execute a Rebate Certificate, substantially in the form of the Rebate Certificate currently on
file in the office of the Clerk of the Commission, 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.
6.04. Information ReDorting.
The City shall file with the Secretary of the Treasury, not later than August 15,
1995, a statement concerning the Bonds containing the information required by Section
149(e) of the Code.
Section 7. Defeasance.
7.01. 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.
7.02. Maturitv.
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 it 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.
7.03. RedemDtion.
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
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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.
7.04. 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 and notice of redemption thereof has been given or irrevocably
provided for, to such earlier Redemption Date.
Section 8. Desianation as Qualified Tax-ExemDt Obliaations.
Pursuant to Section 265(b)(3)(B)(ii) of the Code, the City hereby designates the
Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(B)(3) of the
Code. The City has not designated any bonds in 1995 under Section 265(b)(3) other than
the Bonds. The City hereby represents that it does not anticipate that the City and all
"subordinate entities" of the City will issue in 1995 obligations bearing interest exempt from
federal income taxation under Section 103 of the Code (including "qualified 502(c)(3) bonds"
but excluding other "private activity bonds," as defined in Sections 141 (a) and 145(a) of the
Code) in an amount greater than $10,000,000.
PASSED AND ADOPTED by the City Commission of the City of Bozeman, Montana,
at a regular session thereof held on the 17th day of April 1995.
JOHN VINCENT, Mayor
ATTEST:
~.{~
Clerk of the Commission
APPROVED AS TO FORM:
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"EXHIBIT A"
BLANKET ISSUER LETTER OF REPRESENT A TIONS
(To be Completed by Issuer)
CITY OF BOZEMAN. MONTANA
(Name of Issuer)
Ami! 17. 1995
(Date)
Attention: Underwriting Department -- Eligibility
The Depository Trust Company
55 Water Street; 50th Floor
New Yark, NY 10041-0099
Ladies and Gentlemen:
This letter sets forth our understanding with respect to all issues (the "Securities")
that Issuer shall request be made eligible for deposit by The Depository Trust Company
("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in
accordance with DTC's Rules with respect to the Securities, Issuer represents to DTC that
Issuer will comply with the requirements stated in DTC's Operational Arrangements, as they
may be amended from time to time.
Note: Very truly yours,
Schedule A contains statements that DTC
believes accurately describe DTC, the
method of effecting book-entry transfers CITY OF BOZEMAN. MONTANA
of securities distributed through DTC, (Issuer)
and certain related matters.
By:
(Authorized Officer's Signature)
James E. Wysocki
Received and Accepted: City Manager
City of Bozeman
P.O, Box 640
THE DEPOSITORY TRUST COMPANY Bozeman, Montana 59715
(406) 582-2300
By:
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SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONL Y ISSUANCE
(Prepared by DTC - bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede
& Co. (DTC's partnership nominee). One fully-registered
Security
certificate will be issued for (each issue of) the Securities, (each) in the
aggregate principal amount of such issue, and will be deposited with DTC.
(If, however, the aggregate principal amount of (any) issue exceeds $200
million, one certificate will be issued with respect to each $200 million of
principal amount and an additional certificate will be issued with respect to
any remaining principal amount of such issue.)
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of
Section 1 7 A of the Securities Exchange Act of 1934. DTC holds securities
that it s participants ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited
securities through electronic
computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a
number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to
others such as securities brokers and dealers, banks, and trust companies
that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners
will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are
expected to receive written confirmations providing
details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Securities are to be
accomplished by entries made on the books of Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Securities, except in the event that
use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede
& Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's
records reflect only the identity of the Direct Participants to whose
accounts such Securities are credited, which mayor may not be the
Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
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5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
(6. Redemption notices shall be sent to Cede & Co. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.)
7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities.
Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede
& Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such Participant and not of DTC, the Agent,
or the Issuer, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal and interest to DTC is
the responsibility of the Issuer or the Agent, disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.
(9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to the (Tender/Remarketing)
Agent, and shall effect delivery of such Securities by causing the Direct
Participant to transfer the Participant's interest in the Securities, on DTC's
records, to the (Tender/Remarketing) Agent. The requirement for physical
delivery of Securities in connection with a demand for purchase or a
mandatory purchase will be deemed salified when the ownership rights in
the Securities are transferred by Direct Participants on DTC's records.)
10. DTC may discontinue providing it services as securities depository with
respect to the Securities at any time by giving reasonable notice to the
Issuer or the Agent. Under such circumstances, in the event that a
successor securities depository is not obtained, Security certificates are
required to be printed and delivered.
11. The Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Issuer believes to be
reliable, but the Issuer takes no responsibility for the accuracy thereof.
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