HomeMy WebLinkAboutResolutions 5594 - Relating to $3,930,000 Limeted Tax General Obligation Bonds, Series 2024BResolution 5594, Authorizing the Execution and Delivery of $3,930,000 Limited Tax General Obligation Bonds, Series 2024B
RESOLUTION 5594
RESOLUTION RELATING TO $3,930,000 LIMITED TAX GENERAL OBLIGATION BONDS, SERIES
2024B; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY
AND MAKING APPROPRIATIONS FOR THE PAYMENT THEREOF
BE IT RESOLVED by the City Commission (the “Commission”) of City of Bozeman,
Montana (the “City”), as follows:
Section 1
Authorization and Sale; Recitals.
1.01. Authorization. Pursuant to Montana Code Annotated, Section 7-7-4104, as
amended (the “Act”), the City is authorized to issue general obligations not secured by its taxing
power without submitting the question of incurring the indebtedness to the electors upon the
satisfaction of certain conditions, including: (1) the principal amount of the obligation may not
exceed 10% of the general fund budget of the municipality in each of the two preceding fiscal
years; (2) at the time the obligation is incurred, the debt service in the current or any future fiscal
year on the obligation and any other outstanding obligation issued pursuant to the Act does not
exceed 2% of the revenues deposited in the general fund of the municipality in each of the two
immediately preceding years; and (3) the term of the obligation does not exceed 20 years.
The City has determined that it is in the best interests of the City to issue a series of limited
tax general obligation bonds to finance or reimburse the City for costs of designing, constructing,
equipping and furnishing certain improvements and renovations to the Bozeman Swim Center,
Bogert Pool and Lindley Center (the “2024B Project”) and to pay costs of issuance of the bonds.
In addition, the City has determined to sell and issue simultaneously herewith a series of
general obligation bonds (the “Series 2024A Bonds”) of the City to finance or reimburse the City
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
2
for costs of designing, constructing, equipping and furnishing additional improvements to the
Bozeman Swim Center, the Bogert Pool, and the Lindley Center, and to pay costs associated with
the sale and issuance of the Series 2024A Bonds.
1.02. Sale. Pursuant to Resolution No. 5590, adopted by the Commission on March 19,
2024, the City authorized and provided for the sale and issuance of limited tax general obligation
bonds of the City, to be denominated “Limited Tax General Obligation Bonds, Series 2024B” (the
“Series 2024B Bonds”), at a public competitive sale. Pursuant to such authorization, on April 16,
2024, the City awarded the sale of the Series 2024B Bonds to D.A. Davidson & Co. (the “Original
Purchaser”), based on its bid to purchase the Series 2024B Bonds in the aggregate principal
amount of $3,930,000.00 at a purchase price of $4,129,408.75 (reflecting an underwriter’s
discount of $18,558.00 and original issue premium of $217,966.75), the Series 2024B Bonds to
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 sale of the Series 2024B Bonds to the
Original Purchaser is hereby ratified and confirmed.
1.03. Findings.
(a) The principal amount of the Series 2024B Bonds ($3,930,000) does not exceed
10% of general fund budget of the City for the immediately two preceding fiscal years.
The City’s general fund budget for the fiscal years ended June 30, 2022 and 2023 was
$39,306,358 (10% equals $3,930,636) and $46,726,481 (10% equals $4,672,648),
respectively.
(b) As set forth on Exhibit A hereto, the debt service in the current or any future
fiscal year on the Series 2024B Bonds and the debt service in the current or any future
fiscal year on all other outstanding obligations of the City issued pursuant to the Act is
equal to $414,772.52, which does not exceed 2% of the revenues deposited in the general
fund of the City in each of the two immediately preceding fiscal years. Revenues
deposited in the general fund of the City for the fiscal years ended June 30, 2022 and 2023
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
3
were $32,954,190 (2% equals $659,084) and $43,234,377 (2% equals $864,688),
respectively.
(c) The indebtedness to be evidenced by the Series 2024B Bonds and all other
outstanding obligations of the City issued pursuant to the Act does not exceed the
limitations set forth in Section 7-7-4104 of the Act.
1.04. Recitals. All acts, conditions and things required by the Constitution and laws of
the State of Montana, including the Act, in order to make the Series 2024B Bonds valid and
binding general obligations of the City 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 Series 2024B Bonds.
Section 2
Bond Terms, Execution and Delivery.
2.01. Terms of Bonds. The Series 2024B Bonds shall be issued in the principal amount of
$3,930,000 and shall be in the denomination of $5,000 each or any integral multiple thereof of
single maturities. The Series 2024B Bonds shall mature on July 1 in the years and amounts listed
below, and Series 2024B Bonds maturing in such years and amounts shall bear interest from the
date of original issue until paid or duly called for redemption (including mandatory sinking fund
redemption as to the term bonds maturing in 2036, 2041, and 2043) at the rate per annum shown
opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2025 $ 95,000 5.000% 2033 $170,000 5.000%
2026 120,000 5.000 2036* 560,000 4.000
2027 125,000 5.000 2037 200,000 4.000
2028 135,000 5.000 2038 210,000 4.000
2029 140,000 5.000 2039 220,000 4.000
2030 145,000 5.000 2041* 715,000 4.000
2031 155,000 5.000 2043* 775,000 4.000
2032 165,000 5.000
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
4
*Term bonds subject to mandatory sinking fund redemption as set forth in Section 2.07 below.
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 Series 2024B Bonds shall be issuable
only in fully registered form, and the ownership of the Series 2024B Bonds shall be transferred
only upon the bond register of the City hereinafter described. The interest on the Series 2024B
Bonds shall be payable on January 1 and July 1 in each year, commencing January 1, 2025.
Interest on the Series 2024B 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 Series 2024B 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 Series 2024B Bond shall be originally dated as of May [16], 2024,
and upon authentication of any Series 2024B 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) Register. The Registrar shall keep at its principal office a bond register in which
the Registrar shall provide for the registration of ownership of Series 2024B Bonds and
the registration of transfers and exchanges of Series 2024B Bonds entitled to be
registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Series
2024B 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
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
5
writing, the Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Series 2024B 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 Series 2024B Bond or portion thereof selected or called for redemption.
(c) Exchange of Bonds. Whenever any Series 2024B Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver one or more
new Series 2024B 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 Series 2024B 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 Series 2024B 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 Series 2024B 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 Series 2024B Bond is at any time registered in the bond register as the
absolute owner of such Series 2024B Bond, whether such Series 2024B Bond shall be
overdue or not, for the purpose of receiving payment of, or on account of, the principal
of and interest on such Series 2024B 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 Series 2024B Bond
to the extent of the sum or sums so paid.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
6
(g) Taxes, Fees and Charges. For every transfer or exchange of Series 2024B Bonds
(except for an exchange upon the partial redemption of a Series 2024B 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 Series 2024B Bond
shall become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new
Series 2024B 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 Series 2024B
Bond or in lieu of and in substitution for any such Series 2024B 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 Series 2024B Bond lost, stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Series 2024B 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 Series 2024B
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 Series
2024B Bond has already matured or such Series 2024B Bond has been called for
redemption in accordance with its terms, it shall not be necessary to issue a new Series
2024B Bond prior to payment.
2.05. Appointment of Initial Registrar. The City hereby appoints U.S. Bank Trust
Company, 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 and 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.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
7
2.06. Optional Redemption.
(a) Series 2024B Bonds with stated maturities in the years 2025 through 2033 are not
subject to optional redemption prior to their stated maturities. Series 2024B Bonds with stated
maturities on or after July 1, 2036 are subject to redemption on July 1, 2033 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 as directed by the City), 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 Series 2024B 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 Series
2024B 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 Series 2024B 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 Series 2024B Bonds or portions thereof to be
redeemed and the place at which the Series 2024B Bonds are to be surrendered for payment.
Official notice of redemption having been given as aforesaid, the Series 2024B 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 Series 2024B Bonds or portions thereof shall cease
to bear interest.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
8
2.07. Mandatory Sinking Fund Redemption. The Series 2024B Bonds having stated
maturities in 2036, 2041, and 2043 are subject to mandatory sinking fund redemption on July 1
in the years and the principal amounts set forth below in $5,000 principal amounts selected by
the Registrar, by lot or other manner as directed by the City, at a redemption price equal to the
principal amount thereof to be redeemed plus interest accrued to the redemption date:
2036 Term Bond 2041 Term Bond 2043 Term Bond
July 1
Sinking Fund
Payment Amount July 1
Sinking Fund
Payment
Amount
July 1
Sinking Fund
Payment
Amount
2034 $180,000 2040 $350,000 2042 $380,000
2035 185,000 2041* 365,000 2043* 395,000
2036* 195,000
___________
*Stated Maturity.
If the term bonds having Stated Maturities in 2036, 2041, and 2043 are not previously
purchased by the City in the open market or prepaid, $195,000 in principal amount would
remain to mature in 2036 with respect to the term bond with a stated maturity date of July 1,
2036; $365,000 in principal amount would remain to mature in 2041 with respect to the term
bond with a stated maturity date of July 1, 2041; and $395,000 in principal amount would
remain to mature in 2043 with respect to the term bond with a stated maturity date of July 1,
2043. The principal amounts required to be redeemed on the above Sinking Fund Payment
Dates shall be reduced by the amount by which such principal amounts are previously
redeemed at the option of the Commission.
2.08. Execution and Delivery. The Series 2024B 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 Series 2024B Bond. In case any officer whose signature or a
facsimile of whose signature shall appear on the Series 2024B Bonds shall cease to be such officer
before the delivery thereof, such signature or facsimile shall nevertheless be valid and sufficient
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
9
for all purposes, the same as if such officer had remained in office until delivery. When the Series
2024B 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 Series 2024B 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 Series 2024B Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Series 2024B Bonds
need not be signed by the same representative. The executed certificate of authentication on
each Series 2024B Bond shall be conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Series 2024B Bonds have been fully executed and
authenticated, they shall be delivered by the Registrar to the Original Purchaser or as otherwise
directed upon payment of the purchase price in accordance with the contract of sale heretofore
made and executed, and the Original Purchaser shall not be obligated to see to the application
of the purchase price.
2.09. Securities Depository for the Series 2024B Bonds.
(a) For purposes of this Section 2.09, the following terms shall have the following
meanings:
“Beneficial Owner” means, whenever used with respect to a Series 2024B
Bond, the person in whose name such Series 2024B Bond is recorded as the
beneficial owner of such Series 2024B Bond by a Participant on the records of such
Participant, or such person’s subrogee.
“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Series 2024B Bonds.
“DTC” means The Depository Trust Company of New York, New York.
“Participant” means any broker-dealer, bank or other financial institution
for which DTC holds Series 2024B Bonds as securities depository.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
10
“Representation Letter” means the Blanket Issuer Letter of
Representations pursuant to which the City agrees to comply with DTC’s
Operational Arrangements.
(b) The Series 2024B Bonds shall be initially issued as separately authenticated
fully registered bonds, and one Series 2024B Bond shall be issued in the principal amount
of each stated maturity of the Series 2024B Bonds. Upon initial issuance, the ownership
of such Series 2024B 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 Series 2024B Bonds registered in its name for the
purposes of payment of the principal of or interest on the Series 2024B Bonds, selecting
the Series 2024B Bonds or portions thereof to be redeemed, if any, giving any notice
permitted or required to be given to registered owners of Series 2024B Bonds under this
Resolution, registering the transfer of Series 2024B 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 Series 2024B
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 Series 2024B 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 Series 2024B Bonds, with respect to any notice which is permitted or
required to be given to owners of Series 2024B 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 Series 2024B Bonds, or with respect to any consent given
or other action taken by DTC as registered owner of the Series 2024B Bonds. So long as
any Series 2024B Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Series 2024B Bond, and shall give
all notices with respect to such Series 2024B Bond, only to Cede & Co. in accordance with
the Representation Letter, and all such payments shall be valid and effective to fully
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
11
satisfy and discharge the City’s obligations with respect to the principal of and interest on
the Series 2024B Bonds to the extent of the sum or sums so paid. No Person other than
DTC shall receive an authenticated Series 2024B 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 Series 2024B 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 the Series 2024B Bonds, the City may notify DTC and the Registrar, whereupon DTC
shall notify the Participants of the availability through DTC of Series 2024B Bonds of such
series in the form of certificates. In such event, the Series 2024B Bonds of such series will
be transferable in accordance with paragraph (e) hereof. DTC may determine to
discontinue providing its services with respect to the Series 2024B 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 Series 2024B
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 Series 2024B
Bonds and Beneficial Owners and payments on the Series 2024B 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 Series 2024B 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 Series 2024B 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 Series 2024B Bonds in the
form of certificates are issued to owners other than Cede & Co., its successor as nominee
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
12
for DTC as owner of all the Series 2024B Bonds, or another securities depository as owner
of all the Series 2024B Bonds, the provisions of this Resolution shall also apply to all
matters relating thereto, including, without limitation, the preparation of such Series
2024B Bonds in the form of Series 2024B Bond certificates and the method of payment
of principal of and interest on such Series 2024B Bonds in the form of bond certificates.
2.10. Form of Bonds. The Series 2024B Bonds shall be prepared in substantially the form
set forth in Exhibit B 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 “2024B 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 Series 2024B Bonds in the
amount of (a) $4,129,408.75 (representing the principal amount of the Series 2024B Bonds, plus
original issue premium on the Series 2024B Bonds, less underwriter’s discount), and (b) all
income derived from the investment of amounts on hand in the Project Account. The Project
Account shall be used solely to defray expenses of the 2024B Project to be paid with proceeds of
the Series 2024B Bonds, including costs of issuance of the Series 2024B Bonds. Upon payment
of all costs and expenses of the 2024B Project to be paid with proceeds of the Series 2024B 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 “Debt Service Account” (the “Debt Service Account”), to be held and administered by the
City Manager separate and apart from all other funds and of the City, to be used solely to pay
principal of and interest on the Series 2024B Bond. The City irrevocably appropriates to the Debt
Service Account (a) all funds, if any, to be transferred from the Project Account in accordance
with the provisions of Section 3.01; (b) all income derived from the investment of amounts on
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
13
hand in the Debt Service Account; and (c) such other money as shall be received and appropriated
to the Debt Service Account from time to time.
3.03. Covenant of the City. The City hereby agrees and covenants for the benefit of the
holders of the Series 2024B Bonds that it will appropriate to the payment of the Series 2024B
Bonds and interest thereon, in each fiscal year during the term of the Series 2024B Bonds, an
amount sufficient to pay the principal of and interest on the Series 2024B Bonds due in such fiscal
year, from the general fund or other legally available funds of the City. The levy of ad valorem
property taxes to pay the principal of and interest on the Series 2024B Bonds is subject to
limitation, and the Series 2024B Bonds are not secured by the City’s taxing power, but is payable
solely from revenue in the general fund (or other legally available fund) in any fiscal year that is
pledged to the payment of the Series 2024B Bonds. The City agrees that it will reduce other
expenditures that may be paid from ad valorem tax revenues, if and to the extent required, to
pay the principal of and interest on the Series 2024B Bonds when due.
Section 4
Tax Covenants and Certifications.
4.01. Use of the Project. The 2024B 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 2024B Project or security for the payment of the Series 2024B Bonds which might
cause the Series 2024B 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”).
4.02. General Covenant. The City covenants and agrees with the owners from time to
time of the Series 2024B 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 Series 2024B 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
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
14
within its powers to ensure that the interest on the Series 2024B 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 Series 2024B Bonds
pursuant to this Resolution, are authorized and directed to execute and deliver to the Original
Purchaser 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 Series 2024B Bonds, it is reasonably expected
that the proceeds of the Series 2024B Bonds will be used in a manner that would not cause the
Series 2024B 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 Series 2024B 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 Series 2024B Bonds from gross income for federal income tax
purposes, unless the Series 2024B Bonds qualify for the exception from the rebate requirement
under Section 148(f)(4)(B) of the Code and no “gross proceeds” of the Series 2024B 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, or any one or more of them is, 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.
4.05. Information Reporting. The City shall file with the Secretary of the Treasury, not
later than August 15, 2024, a statement concerning the Series 2024B Bonds containing the
information required by Section 149(e) of the Code.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
15
Section 5
Defeasance or Discharge.
5.01. General. When the liability of the City on all Series 2024B 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
Series 2024B Bonds shall cease.
5.02. Maturity. The City may discharge its liability with reference to all Series 2024B
Bonds and interest thereon which are due on any date by depositing with the Registrar for such
Series 2024B Bonds on or before the date a sum sufficient for the payment thereof in full; or if
any Series 2024B 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. Redemption. The City may also discharge its liability with reference to any
prepayable Series 2024B 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 Series 2024B 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 or
funds holding only such securities, 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 Series 2024B
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
16
Bonds at their Stated Maturities or, if such Series 2024B Bonds are prepayable 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 C 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 Series 2024B 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
Original Purchaser 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 Series 2024B
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.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
17
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.
8.02. Effective Date. This Resolution shall take effect immediately upon its passage and
adoption by this Commission.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
18
PASSED, ADOPTED, AND APPROVED by the City Commission of the City of Bozeman,
Montana, at a regular session thereof held on the 23rd day of April, 2024.
___________________________________
TERRY CUNNINGHAM
Mayor
ATTEST:
___________________________________
MIKE MAAS
City Clerk
APPROVED AS TO FORM:
___________________________________
GREG SULLIVAN
City Attorney
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
A-1
EXHIBIT A
DEBT SERVICE ON LIMITED TAX OBLIGATIONS
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
B-1
EXHIBIT B
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF GALLATIN
CITY OF BOZEMAN, MONTANA
LIMITED TAX GENERAL OBLIGATION BONDS,
SERIES 2024B
No. $ .00
Rate Maturity
Date of
Original Issue CUSIP
% July 1, May 16, 2024 ___103637
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: AND NO/100 DOLLARS
FOR VALUE RECEIVED, CITY OF BOZEMAN, 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 Trust Company, 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, 2025, 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.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
B-2
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 $3,930,000 (the “Series 2024B
Bonds”), all of like date of original issue and tenor except as to serial number, denomination,
maturity date, interest rate and redemption privilege, issued to pay or reimburse the City for
costs of making certain improvements and renovations to the Bozeman Swim Center, Bogert Pool
and Lindley Center and paying costs of issuance of the Series 2024B Bonds. The Series 2024B
Bonds are issued pursuant to Title 7, Chapter 7, Parts 41, Montana Code Annotated, and
resolutions duly adopted by the City Commission, including a bond resolution adopted on April
23, 2024 (the “Resolution”), and in full conformity with the Constitution and laws of the State of
Montana thereunto enabling. The Series 2024B Bonds are issuable only as fully registered bonds
of single maturities, in denominations of $5,000 or any integral multiple thereof.
The Series 2024B Bonds are not secured by a pledge of the City’s taxing power, but are
payable solely from revenue in the general fund in any fiscal year that is pledged to the
payment of the Series 2024B Bonds. Any ad valorem taxes the City may levy to pay principal
of and interest on the Series 2024B Bonds are subject to applicable limits now or hereafter
imposed by law on the amount of taxes that may be levied by the City.
Bonds with stated maturities in the years 2025 through 2033 are not subject to
redemption prior to their stated maturities. Bonds with stated maturities on or after July 1, 2036
are subject to redemption on July 1, 2033 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 as directed by the City), 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
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
B-3
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.
The Series 2024B Bonds having stated maturities in 2036, 2041, and 2043 are subject to
mandatory sinking fund redemption on July 1 in the years and the principal amounts set forth
below in $5,000 principal amounts selected by the Registrar, by lot or other manner as directed
by the City, at a redemption price equal to the principal amount thereof to be redeemed plus
interest accrued to the redemption date:
2036 Term Bond 2041 Term Bond 2043 Term Bond
July 1
Sinking Fund
Payment Amount July 1
Sinking Fund
Payment
Amount
July 1
Sinking Fund
Payment
Amount
2034 $180,000 2040 $350,000 2042 $380,000
2035 185,000 2041* 365,000 2043* 395,000
2036* 195,000
___________
*Stated Maturity.
If the term bonds having Stated Maturities in 2036, 2041, and 2043 are not previously
purchased by the City in the open market or prepaid, $195,000 in principal amount would remain
to mature in 2036 with respect to the term bond with a stated maturity date of July 1, 2036;
$365,000 in principal amount would remain to mature in 2041 with respect to the term bond
with a stated maturity date of July 1, 2041; and $395,000 in principal amount would remain to
mature in 2043 with respect to the term bond with a stated maturity date of July 1, 2043. The
principal amounts required to be redeemed on the above Sinking Fund Payment Dates shall be
reduced by the amount by which such principal amounts are previously redeemed at the option
of the Commission.
As provided in the Resolution and subject to certain limitations set forth therein, this
Series 2024B 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 Series 2024B Bonds of other authorized denominations. Upon any such transfer or exchange,
the City will cause a new Series 2024B 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 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.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
B-4
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 has covenanted in the Resolution to appropriate each fiscal year during
the term of the Series 2024B Bonds from its general fund or other legally available funds an
amount sufficient for the payment of the principal of and interest on the Series 2024B Bonds due
in such fiscal year; and that the issuance of the Series 2024B Bonds does not cause the
indebtedness of the City to exceed any constitutional or statutory limitation on 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.
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 TRUST COMPANY, NATIONAL
ASSOCIATION,
as Registrar, Transfer Agent, and
Paying Agent
By
Authorized Signature
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
B-5
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
B-6
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 (Cust) (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.
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
C-1
EXHIBIT C
FORM OF 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 $3,930,000
Limited Tax General Obligation Bonds, Series 2024B (the “Bonds”), as of this 16th day of May,
2024.
(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 the 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:
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
C-2
(1) on or before 270 days after the end of each fiscal year of the City, commencing
with the fiscal year ending June 30, 2024, 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 for such fiscal year of the type set forth below:
(1) principal amount of limited tax general obligation debt
outstanding;
(2) assessed valuation of the City;
(3) taxable valuation of the City;
(4) mill levy information in a format similar to the table under
the heading “City Levy Authority” on page A-8 of Appendix A to the
Official Statement; and
(5) tax collection figures in a format similar to the table under
the heading “Property Tax Levies and Collections” on page A-8 of
Appendix A to the Official Statement.
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)
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
C-3
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 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;
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
C-4
(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 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;
(O) 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 (O) 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:
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
C-5
(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.
(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.
Dated: May 16, 2024
CITY OF BOZEMAN, MONTANA
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
C-6
By ____________________________________
Mayor
By ____________________________________
City Manager
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454
Resolution 5594, Authorizing the Execution and Delivery of $3,930,000 Limited Tax General Obligation Bonds, Series 2024B
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 5594, entitled: “RESOLUTION RELATING TO $3,930,000 LIMITED TAX GENERAL
OBLIGATION BONDS, SERIES 2024B; DETERMINING THE FORM AND DETAILS, AUTHORIZING
THE EXECUTION AND DELIVERY AND MAKING APPROPRIATIONS 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 regular meeting on
April 23, 2024, 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:
; voted against the same:
; abstained from voting thereon: ; or were
absent: .
WITNESS my hand officially this 23rd day of April, 2024.
Mike Maas
City Clerk
DocuSign Envelope ID: 46744917-4711-4B2A-864F-AF3D02A3F454