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HomeMy WebLinkAboutResolution 2967 Providing for issuance of $1.1 million revenue bonds for MSU Foundation --- COMMISSION RESOLUTION NO. 2967 A RESOLUTION PROVIDING FOR THE FINAL ACCEPTANCE AND APPROVAL OF A BOND PURCHASE AGREEMENT FOR THE PURCHASE OF LIMITED OBLIGATION FIRST MORTGAGE REVENUE BONDS OF THE CITY OF BOZEMAN, MONTANA DESIGNATED AS THE CITY OF BOZEMAN, MONTANA LIMITED OBLIGATION FIRST MORTGAGE REVENUE BONDS (MONTANA STATE UNIVERSITY FOUNDATION, INC. PROJECT), SERIES 1994; AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF SAID BONDS IN THE PRINCIPAL AMOUNT OF $1,100,000.00 AS DESCRIBED HEREIN; AUTHORIZING THE LOAN OF THE PROCEEDS OF THE BONDS TO THE MONTANA STATE UNIVERSITY FOUNDATION, INC., A MONTANA NON- PROFIT CORPORATION. TO PROVIDE FOR THE PERMANENT FINANCING OF THE PROJECT, AS DESCRIBED IN THE PROJECT LOAN AGREEMENT PERTAINING TO THE PROJECT; AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF SAID PROJECT LOAN AGREEMENT AND THE INDENTURE OF TRUST PERTAINING TO THE PROJECT AND THE BONDS: AUTHORIZING THE PLEDGE AND ASSIGNMENT PURSUANT TO SAID PROJECT LOAN AGREEMENT AND INDENTURE OF THE LOAN PAYMENTS AND OTHER AMOUNTS DERIVED THEREFROM TO THE TRUSTEE FOR THE BENEFIT OF HOLDERS OF SAID BONDS; APPOINTING THE TRUSTEE AND REQUESTING SAID TRUSTEE TO AUTHENTICATE SAID BONDS; AUTHORIZING INVESTMENTS BY THE TRUSTEE; AUTHORIZING THE ASSIGNMENT OF THE CITY'S INTEREST IN THE PROJECT LOAN AGREEMENT TO THE TRUSTEE PURSUANT TO SAID INDENTURE; AUTHORIZING AND APPROVING THE FORM OF THE LOAN AGREEMENT, THE FORM OF THE INDENTURE OF TRUST, THE FORM OF THE OFFICIAL STATEMENT WITH RESPECT TO THE BONDS AND THE OTHER OPERATIVE DOCUMENTS. INSTRUMENTS AND CERTIFICATES PERTAINING TO THE PROJECT AND TO BE DELIVERED IN CONNECTION WITH SAID BONDS; AUTHORIZING ALL OTHER NECESSARY ACTION PERTAINING TO THE BONDS AND SAID DOCUMENTS AND INSTRUMENTS AND CERTIFICATES; AND REPEALING ANY PROCEEDINGS OF THE COMMISSION INCONSISTENT HEREWITH. WHEREAS, the City of Bozeman, Montana (the "City" or "Issuer"), is a municipal corporation and a political subdivision duly formed and existing under and by virtue of the Constitution and laws of the State of Montana and is authorized by the provisions of Part 1, Chapter 5, Title 90, Montana Code Annotated (the" Act") to issue limited obligation bonds for the purpose of defraying the costs of acquiring, constructing and equipping a project, as defined in the Act; and WHEREAS, the Montana State University Foundation, Inc., a non. profit corporation duly created and formed for educational and related purposes and duly qualified to engage in and to carry out its purposes and powers under the laws of the State of Montana, (the "Foundation") has heretofore provided for the acquisition and construction of administrative, education and related facilities (the "Project") which is located contiguous to and is treated as a part of the campus of Montana State University (the "University") and which is located within the corporate boundaries of the City, and such project constitutes a "project" within the meaning of the Act; and WHEREAS, the Foundation has heretofore requested the City to issue and sell its limited obligation first mortgage revenue bonds pursuant to the provisions of the Act (the "Series 1994 Bonds") for the purpose of providing permanent financing for the Project; and WHEREAS, pursuant to Section 90-5-104 of the Act, the City Commission has heretofore provided for the giving of notice of and has held a public hearing with respect to the Series 1 994 Bonds and the Project; and -..... 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WHEREAS, the purpose of such public hearing, as provided for and contemplated by the Act, was to determine, based on information and the facts presented at said hearing, that the issuance of the Series 1994 Bonds and the financing of the acquisition and construction of the Project is in the public interest of the City and to afford all interested persons the opportunity to express their views with respect thereto; and WHEREAS, section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), also requires that the City Commission of the City hold a public hearing with respect to the Series 1994 Bonds and the Project, upon notice published and given in the manner required by said section 147(f), which public hearing was held in conjunction with the public hearing described above, thereby satisfying the notice and public hearing requirements of section 147 (f) and the Act, and all as heretofore provided for and authorized by the City Commission; and WHEREAS, subsequent to the holding of a public hearing with respect to the Project, the City determined to proceed with the financing of this Project; and WHEREAS, the Issuer has found and does hereby find that the Project complies with the public purposes and provisions set forth in the Act as they apply to the Project and to the issuance of the Series 1994 Bonds; and WHEREAS, the Foundation has provided the Issuer with plans, documents and other information evidencing and verifying the design, construction and completion of the Project; and WHEREAS, by the provisions of this Resolution, the Issuer has determined to provide for permanent financing of the acquisition, construction, equipping and related costs of the Project by the initial issuance of bonds in fully registered form and in a principal amount not to exceed $1,100,000.00, designated "City of Bozeman, Montana, limited Obligation First Mortgage Revenue Bonds (Montana State University Foundation, Inc. Project), Series 1994" (herein the "Series 1994 Bonds" or the "Bonds", as described above), to be issued under and pursuant to an Indenture of Trust, (herein the "Indenture"), to be entered into by and between the Issuer and the Trustee herein designated, and to be secured by payments to be made by the Foundation pursuant to and as required by a Project Loan Agreement (herein the "Project Loan Agreement"), to be entered into by and between the Issuer and the Foundation, and by a Mortgage and Security Agreement creating a first mortgage lien and security interest in the Project and certain other real property of the Foundation and given and granted to the Trustee by the Foundation; and WHEREAS, the Purchasers of the Series 1994 Bonds, Piper Jaffray Inc., of Denver, Colorado (herein the "Underwriter") have submitted a form of Bond Purchase Agreement (the "Bond Purchase Agreement") to be entered into with the Issuer and the Foundation for the purchase of the Series 1994 Bonds, according to the terms and conditions set forth in said Bond Purchase Agreement; and WHEREAS, it is necessary at this time for the Issuer to authorize the issuance of the Series 1994 Bonds, to authorize the execution of the various documents and instruments pertaining to said Series 1994 Bonds, and to authorize certain actions required to be taken by the Issuer as a prerequisite to the issuance, sale and delivery of the Series 1994 Bonds in order to make the bond proceeds available to finance the Project. NOW, THEREFORE, BE IT RESOLVED by the City Commission of the City of Bozeman, Montana: . 2 - Section 1. ADDroval of th~ Proies:t. It is hereby found and determined that the financing of the Project, consisting of administrative, educational and related facilities as described in the Project Loan Agreement authorized to be executed herein, through the issuance of the Series 1994 Bonds herein described, under and pursuant to the Indenture authorized to be executed herein, will be of benefit to and will promote the public interests, economic stability and general welfare of the City and the inhabitants thereof. Section 2. Findinas. Pursuant to Section 90-5-106, Montana Code Annotated and based upon information furnished and written representations made to the Issuer by the Foundation pertaining to the Project and to the Series 1 994 Bonds authorized to be issued herein, the City Commission of the Issuer hereby determines and finds as follows: (a) That the loan payments to be made to the City by the Foundation under and as set forth in the Project Loan Agreement are sufficient in amount to pay the principal of and premium, if any, and interest on the Series 1994 Bonds authorized to be issued herein for the purpose of financing the Project, as set forth in article IV of the Project Loan Agreement and article V of the Indenture, both such instruments being authorized to be executed by this Resolution; (b) That the Foundation and the Underwriter have directed and the City deems it advisable that part of the proceeds of the Series 1 994 Bonds in the amount designated in the Indenture be used to establish a reasonably required reserve for the Series 1994 Bonds which is to be maintained as a reserve fund for the Series 1994 Bonds for the term the Series 1994 Bonds are Outstanding as provided by the provisions of the Project Loan Agreement and the Indenture, but that no reserve for maintenance or taxes is required with respect to the Project; (c) That, pursuant to article V of the Project Loan Agreement, the Foundation shall be required to maintain and carry proper and adequate insurance on the Project at all times while Series 1994 Bonds are Outstanding under the Indenture; (d) That the Foundation shall pay ad valorem taxes or an annual payment in lieu of taxes as provided for in article V of the Project Loan Agreement; and (e) That the Project provides employment opportunities for the inhabitants of the City, provides property tax revenues to the City and promotes a stable, balanced and diversified economy and business community within the City. Section 3. ADDroval of Bond Pl,Jrchas~ Agreement. The form of the Bond Purchase Agreement from Piper Jaffray Inc., as Underwriter dated as of March 24, 1994, is hereby ratified, approved and confirmed and the Mayor and City Clerk of the Issuer are hereby authorized to execute said Bond Purchase Agreement upon the final passage and adoption of this Resolution. Section 4. Authorization of Lo~n: ADDroval of Proiect Loan Agreement. That the Issuer loan to the Foundation, the proceeds of the Series 1 994 Bonds authorized to be issued by sections 5 and 6 hereof for the purpose of providing funds to be used by the Foundation to - 3 - provide permanent financing for the Project as described in the form of the Project Loan Agreement hereinafter authorized to be executed, said loan of the proceeds of the Series 1994 Bonds to be under and in accordance with the terms and conditions set out fully in said form of Project loan Agreement and the Act. That there be and there is hereby authorized the execution of the Project loan Agreement by and between said Issuer and said Foundation, in the form to be on file in the Office of the City Clerk, which by this reference is made a part hereof I and the Mayor of the City and the City Clerk be, and they are hereby authorized and directed to execute, aCknowledge and deliver said Project loan Agreement for and on behalf of said City in the form hereby approved by the City and to be on file in the Office of the City Clerk. (Advice is hereby given that an executed copy of said form of Project Loan Agreement will be on file in the office of the City Clerk for inspection by any interested person on or before the date of issuance and delivery of the Series 1994 Bonds authorized to be issued by this Resolution.) Section 5. ADproval of Indenture. That the Issuer shall issue limited obligation first mortgage revenue bonds pursuant to, in accordance with, and under the authority conferred by the Act, for the purpose of providing permanent financing for the Project as described in the Project loan Agreement. In connection with the adequate securing of said Series 1994 Bonds, the Mayor of the City and the City Clerk be and they are hereby authorized to execute and deliver to the Trustee hereinafter designated an Indenture of Trust for the benefit of the holders of said Series 1994 Bonds, from time to time, which shall contain an appropriate pledge and assignment of the rights of the City under and pursuant to the Project Loan Agreement, and the payments, revenues, receipts and other amounts receivable by the City thereunder, and the Mayor and City Clerk are hereby authorized and directed to execute, acknowledge and deliver said Indenture of Trust for and on behalf of the City in the form hereby approved by the City and to be on file in the Office of the City Clerk. (Advice is hereby given that an executed copy of said form of Indenture of Trust will be on file in the office of the City Clerk for inspection by any interested person on or before the date of issuance and delivery of the Series 1994 Bonds authorized to be issued by this Resolution.) Section 6. Issuance of Series 1994 Bonds. That, pursuant to the authority contained in the Act, the Issuer shall issue, and there are hereby authorized to be issued, the City's limited obligation first mortgage revenue bonds designated as "City of Bozeman, Montana Limited Obligation First Mortgage Revenue Bonds (Montana State University Foundation, Inc. Project), Series 1994" in a principal amount of $1,100,000.00. The Mayor of the City is hereby authorized to execute said Series 1994 Bonds by manual or facsimile signature and the City Clerk is hereby authorized to execute said Bonds by manual or facsimile signature, and to attest the corporate seal of the City which is hereby adopted and authorized to be imprinted thereon. The Mayor and City Clerk are further hereby authorized and directed to deliver said Series 1994 Bonds to the Trustee for authentication under the Indenture as herein authorized and when said Series 1994 Bonds have been authenticated, to deliver them or cause them to be delivered to the Underwriter pursuant to the terms of the Bond Purchase Agreement against receipt of the full purchase price therefor, and to deposit the amount so received into those funds and accounts provided for in the Indenture and the Project loan Agreement. Section 7. Terms of the Series 1994 Bonds. The form, principal amount, numbers, maturities, provisions for redemption of, and the rate or rates of interest on the Series 1 994 - 4- ,,' .,..'---=..:.....:: =--... . ~.._~.., . Bonds shall be as set forth in the Bond Purchase Agreement and in the Indenture herein approved. The Series 1 994 Bonds shall be issued expressly for the purpose of providing permanent financing for the Project as more particularly set forth and described in the Indenture and the Project Loan Agreement incorporated herein by reference, which Series 1994 Bonds shall be limited obligations of the City and will be payable as to principal and interest and premium (if any) solely from the payments pledged and to be made by the Foundation under the Project Loan Agreement which shall be assigned by the City to the Trustee, as provided in the Indenture, and the Series 1994 Bonds shall never constitute a general obligation of, or represent or constitute a debt or pledge of the faith and credit of, or give rise to any pecuniary liability or other liability of the Issuer, the State or any political subdivision thereof, nor shall the Bonds be payable in any manner from funds raised by taxation or from any other funds of the City, except from the payments assigned to the Trustee or otherwise made by the Foundation under the Project Loan Agreement or otherwise. Section 8. Authentication of the Series 1994 Bonds. The Trustee is hereby requested to manually authenticate the Series 1994 Bonds and to deliver the same to or upon the order of the City Clerk. Section 9. Investment of Fund$. The Trustee shall be, and by virtue of this Resolution, and without further authorization from the City, is hereby authorized, directed and requested to invest and reinvest, subject to the directions from time to time of the Foundation, all moneys available therefor in any trust fund held by it pursuant to the aforesaid Project Loan Agreement and the Indenture, which, by the terms of said Project Loan Agreement or Indenture, may be invested, and to deposit and redeposit such moneys in such trust funds as may be permitted by the said Project Loan Agreement or said Indenture, all subject to the terms and limitations contained in said Project Loan Agreement or said Indenture, as appropriate. Section 1 O. ADDroval of Form of Agreemen~$. The form of the Project Loan Agreement, the form of the Indenture, the form of the Official Statement, the form of the Mortgage and Security Agreement and the form of all other instruments, documents and certificates presented to the Commission with respect to the Series 1994 Bonds are accepted and approved (executed copies of which shall be incorporated herein by reference only and shall be kept on file with the City Clerk), and are hereby directed to be in such final forms as Bond Counsel and Counsel for the Issuer shall approve, and the Mayor of the City is hereby authorized and directed to execute and deliver, and the City Clerk is hereby authorized and directed to execute and affix the corporate seal of the City to, and to attest, said documents, instruments and certificates in substantially said final approved forms and upon the terms and conditions therein set forth, with such changes therein as such officers and Bond Counsel and Counsel for the Issuer shall approve, such approval to be conclusively evidenced by said officers' execution thereof. Section 11. ApDointment of Trustee and Paying Ageot. The City hereby approves ani consents to the appointment of the Trustee designated in the Indenture, First Security Bank c Bozeman, in Bozeman, Montana, as Trustee thereunder and as the Paying Agent for the Seri~ 1994 Bonds. Section 12. Assignment of Project Loan Agre~ment. The appropriate officers of f City are hereby authorized and directed to assign all right, title and interest of the City in t .5- -- .' .....,.......---.....-. .'..- Project Loan Agreement to the Trustee as security for the Series 1994 Bonds, by the execution of the Indenture and to acknowledge the same to be the free act and deed of the City. Section 13. Authorization for all Necessary Action. The Mayor of the City and the City Clerk be, and they are hereby authorized and directed for and on behalf of said City to do all things, execute all instruments, certificates and documents and otherwise take all action necessary or appropriate for the issuance of the Series 1 994 Bonds, including the execution of a Form 8038 with respect to the Series 1994 Bonds and the delivery thereof to the Internal Revenue Service, and to effectuate the execution and delivery of the Project Loan Agreement, the Indenture, the Series 1994 Bonds, and all other documents and certificates pertaining to said Series 1994 Bonds and the security therefor, and the full realization of the rights, accomplishments and purposes of said City under said Project Loan Agreement and said Indenture and to discharge all of the obligations of the City under said Project Loan Agreement and the Indenture. Section 14. R~solution and Indenture as a Contr~Gt. The provisions of this Resolution and the Indenture securing the Series 1994 Bonds shall constitute a contract which shall be binding between the City and the holders, from time to time, of the Series 1994 Bonds to be issued under the Indenture, and after the issuance of said Series 1994 Bonds, this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such holders so long as any of said Series 1994 Bonds or the interest or premium thereon remains unpaid. Section 1 5. Severabilitv. That the provisions. of this Resolution are hereby declared to be severable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions hereof, it being the intent of this section that the several provisions of this Resolution are severable. Section 16. Repealer. That all resolutions or other proceedings of the Issuer or any part thereof in conflict herewith are to the extent of such conflict hereby repealed to the extent of such inconsistency. Section 17. Authentication. This Resolution after its passage, shall be recorded in the official records of the City and shall be authenticated by the signatures of the Mayor and City Clerk. PASSED AND ADOPTED by the City Commission of the City of Bozeman, Montana, at a regular session thereof held on the 28th day of March 1994. ~~ ~ ATTEST: ~./~ JO VINCE T, Mayor ROBIN L. SULLIVAN Clerk of the Commission - 6 - -,...._--~-_.---,.-----. ~--_. "-- STATE OF MONTANA ) . COUNTY OF GALLATIN ) ss . CITY OF BOZEMAN ) The City Commission of the City of Bozeman, Montana duly met in lawful and regular session in the Chambers of the City Commission located in the City of Bozeman, Montana, Municipal Building, 411 East Main Street, Bozeman, Montana, at the hour of 3:30 0' clock P.M., on the 28th day of March 1994. Present: Mayor Vincent Commissioner Youngman C9mmissioner Stiff Commissioner Stueck Commissioner Frost Absent: None Thereupon, introduced and there was considered in full the following Resolution: _ _ _.no __ ~_,_=------,_ The question being upon the passage and adoption of this Resolution, the roll was called with the following result: Those voting Aye: Those voting Nay: Those Absent: The presiding officer thereupon declared that a majority of all the members of the City Commission elected and present having voted in favor thereof, the said motion was carried and this Resolution duly passed and adopted.