HomeMy WebLinkAboutResolutions 5591 - Relating to the $2,280,000 General Obligation Bonds, Series 2024AResolution 5591, Authorizing the Execution and Delivery of $2,280,000 General Obligation Bonds, Series 2024A
RESOLUTION 5591
RESOLUTION RELATING TO $2,280,000 GENERAL OBLIGATION BONDS, SERIES
2024A; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT THEREOF
BE IT RESOLVED by the City Commission (the “Commission”) of the City of
Bozeman, Montana (the “City”), as follows:
Section 1
Authorization and Sale; Recitals.
1.01. Authorization. At an election duly called and held November 2, 2021, the electors
of the City authorized this Commission to sell and issue general obligation bonds of the City in
the aggregate principal amount not to exceed $2,280,000 for the purpose of paying the costs of
designing, constructing, equipping and furnishing improvements to: the Bozeman Swim Center to
include replacing perimeter drain tiles (gutter system), deck tiles, and ceiling tiles, repairing the
plaster shell, and replacing the HVAC system; the Bogert Pool to include replacing the concrete
coping around the pool and the concrete gutter system, re-plastering the shell, repairing the
concrete deck, and replacing the perimeter wall/fence; and the Lindley Center to include upgrading
restrooms to meet current Americans with Disabilities Act requirements, replacing windows and
log siding, upgrading the kitchen, insulating the east roof, installing floor and roof supports,
improving the parking lot and related site improvements (the “2024A Project”); and costs
associated with the sale and issuance of the bonds.
In addition, the City has determined to sell and issue simultaneously herewith a series of
limited tax general obligation bonds (the “Series 2024B Bonds”) of the City to finance or
reimburse the City for costs of improvements and renovations to the Bozeman Swim Center,
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Bogert Pool and Lindley Center and to pay costs associated with the sale and issuance of the Series
2024B 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 general obligation bonds of the
City, to be denominated “General Obligation Bonds, Series 2024A” (the “Series 2024A Bonds”),
at a public competitive sale. Pursuant to such authorization, on April 16, 2024, the City awarded
the sale of the Series 2024A Bonds to Fidelity Capital Markets, Boston, Massachusetts (the
“Original Purchaser”), based on its bid to purchase the Series 2024A Bonds in the aggregate
principal amount of $2,280,000.00 at a purchase price of $2,407,666.85 (reflecting an
underwriter’s discount of $16,351.75 and original issue premium of $144,018.60), the Series
2024A 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 2024A Bonds
to the Original Purchaser is hereby ratified and confirmed.
1.03. Recitals. All acts, conditions and things required by the Constitution and laws of the
State of Montana, including Montana Code Annotated, Title 7, Chapter 7, Part 42, as amended, in
order to make the Series 2024A 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 2024A Bonds.
The indebtedness to be evidenced by the Series 2024A Bonds, together with all other
outstanding general obligation indebtedness of the City, will not exceed 2.50% of the total assessed
valuation of taxable property of the City, determined as provided in Section 15-8-111, M.C.A., as
ascertained by the last assessment for state and county taxes.
Section 2
Bond Terms, Execution and Delivery.
2.01. Terms of Bonds. The Series 2024A Bonds shall be issued in the principal amount
of $2,280,000 and shall be in the denomination of $5,000 each or any integral multiple thereof of
single maturities. The Series 2024A Bonds shall mature on July 1 in the years and amounts listed
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below, and Series 2024A Bonds maturing in such years and amounts shall bear interest from date
of original issue until paid or duly called for redemption (including mandatory sinking fund
redemption as to the term bonds maturing in 2044), at the rate per annum shown opposite such
years and amounts, as follows:
Year Amount Rate Year Amount Rate
2025 $ 60,000 5.000% 2034 $110,000 5.000%
2026 75,000 5.000 2035 115,000 5.000 2027 80,000 5.000 2036 120,000 5.000 2028 80,000 5.000 2037 130,000 3.375 2029 85,000 5.000 2038 130,000 3.500
2030 90,000 5.000 2039 135,000 4.000
2031 95,000 5.000 2040 140,000 4.000 2032 100,000 5.000 2041 150,000 4.000 2033 105,000 5.000 2044* 480,000 4.000
*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 2024A Bonds shall be issuable
only in fully registered form, and the ownership of the Series 2024A Bonds shall be transferred
only upon the bond register of the City hereinafter described. The interest on the Series 2024A
Bonds shall be payable on January 1 and July 1 in each year, commencing January 1, 2025. Interest
on the Series 2024A 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 2024A 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 2024A Bond shall be originally dated as of May 16, 2024,
and upon authentication of any Series 2024A 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:
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(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 2024A Bonds and the
registration of transfers and exchanges of Series 2024A Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Series
2024A 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 Series 2024A 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
2024A Bond or portion thereof selected or called for redemption.
(c) Exchange of Bonds. Whenever any Series 2024A Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver one or more
new Series 2024A 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 2024A 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 2024A 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 2024A 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 2024A Bond is at any time registered in the bond register as the
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absolute owner of such Series 2024A Bond, whether such Series 2024A 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 2024A 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 2024A Bond to the extent
of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Series 2024A
Bonds (except for an exchange upon the partial redemption of a Series 2024A 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 2024A Bond
shall become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new
Series 2024A 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 2024A
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 Series 2024A Bond lost, stolen or destroyed, upon filing with the
Registrar of evidence satisfactory to it that such Series 2024A 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 2024A 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 2024A Bond has
already matured or such Series 2024A Bond has been called for redemption in accordance
with its terms, it shall not be necessary to issue a new Series 2024A 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,
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transfer agent or paying agent, as authorized by the Model Public Obligations Registration Act of
Montana, Montana Code Annotated, Title 17, Chapter 5, Part 11, as amended (the “Registration
Act”), but the City agrees to pay the reasonable and customary charges of the Registrar for the
services performed.
2.06. Optional Redemption.
(a) Series 2024A Bonds with stated maturities in the years 2025 through 2033 are
not subject to optional redemption prior to their stated maturities. Series 2024A Bonds with stated
maturities on or after July 1, 2034 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 2024A 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 2024A 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 2024A 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 2024A Bonds or portions thereof to be redeemed and
the place at which the Series 2024A Bonds are to be surrendered for payment. Official notice of
redemption having been given as aforesaid, the Series 2024A 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 2024A Bonds or portions thereof shall cease to bear interest.
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2.07. Mandatory Sinking Fund Redemption. The Series 2024A Bonds having a stated
maturity in 2044 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:
2044 Term Bond
Sinking Fund Payment Date (July 1)
Principal Amount on Sinking Fund Payment Date
2042 $ 155,000
2043 160,000 2044* 165,000 ___________ *Stated Maturity.
If the term bonds with a stated maturity in 2044 are not previously purchased by the City
in the open market or prepaid, $165,000 in principal amount of such term bonds would remain to
mature in 2044. 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 2024A 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 2024A Bond. In case any officer whose signature or a facsimile of
whose signature shall appear on the Series 2024A 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 Series 2024A
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 2024A 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 2024A Bond has been duly executed by the manual signature of an authorized representative
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of the Registrar. Certificates of authentication on different Series 2024A Bonds need not be signed
by the same representative. The executed certificate of authentication on each Series 2024A Bond
shall be conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Series 2024A 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 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 2024A
Bond, the person in whose name such Series 2024A Bond is recorded as the
beneficial owner of such Series 2024A 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 2024A 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 2024A Bonds as securities depository.
“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 2024A Bonds shall be initially issued as separately authenticated
fully registered bonds, and one Series 2024A Bond shall be issued in the principal amount
of each stated maturity of the Series 2024A Bonds. Upon initial issuance, the ownership
of such Series 2024A 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
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the sole and exclusive owner of the Series 2024A Bonds registered in its name for the
purposes of payment of the principal of or interest on the Series 2024A Bonds, selecting
the Series 2024A Bonds or portions thereof to be redeemed, if any, giving any notice
permitted or required to be given to registered owners of Series 2024A Bonds under this
Resolution, registering the transfer of Series 2024A 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 2024A
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 2024A 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 2024A Bonds, with respect to any notice which is permitted or
required to be given to owners of Series 2024A 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 2024A Bonds, or with respect to any consent given or
other action taken by DTC as registered owner of the Series 2024A Bonds. So long as any
Series 2024A 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 2024A Bond, and shall give
all notices with respect to such Series 2024A 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
Series 2024A Bonds to the extent of the sum or sums so paid. No Person other than DTC
shall receive an authenticated Series 2024A 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 2024A 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 2024A Bonds, the City may notify DTC and the Registrar, whereupon DTC shall
notify the Participants of the availability through DTC of Series 2024A Bonds of such
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series in the form of certificates. In such event, the Series 2024A 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 2024A 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 2024A
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 2024A Bonds
and Beneficial Owners and payments on the Series 2024A 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 2024A 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 2024A 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 2024A Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for DTC
as owner of all the Series 2024A Bonds, or another securities depository as owner of all
the Series 2024A Bonds, the provisions of this Resolution shall also apply to all matters
relating thereto, including, without limitation, the preparation of such Series 2024A Bonds
in the form of bond certificates and the method of payment of principal of and interest on
such Series 2024A Bonds in the form of bond certificates.
2.10 Form of Bonds. The Series 2024A Bonds shall be prepared in substantially the form
set forth in Exhibit A hereto, and by this reference made a part hereof.
Section 3
Security Provisions.
3.01. Project Account; Use of Proceeds. There is hereby created a special account to be
designated as the “2024A Project Account” (the “Project Account”), to be held and administered
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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 2024A Bonds in the
amount of (a) $2,407,666.85 (representing the principal amount of the Series 2024A Bonds, plus
original issue premium on the Series 2024A 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 2024A Project to be paid with proceeds of the Series
2024A Bonds, including costs of issuance of the Series 2024A Bonds. Upon payment of all costs
and expenses of the 2024A Project to be paid with proceeds of the Series 2024A 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 “2024A Debt Service Account” (the “Debt Service Account”), to be held and administered by
the City Manager separate and apart from all other funds and accounts of the City, to be used solely
to pay principal of and interest on the Series 2024A Bonds. The City irrevocably appropriates to
the Debt Service Account: (a) all funds, if any, to be transferred thereto from the Project Account
in accordance with the provisions of Section 3.01, (b) all taxes levied in accordance with this
Resolution, (c) all income derived from the investment of amounts on hand in the Debt Service
Account, and (d) such other money as shall be received and appropriated to the Debt Service
Account from time to time.
3.03. Tax Levies. The full faith and credit and taxing powers of the City shall be and are
hereby irrevocably pledged to the payment of the Series 2024A Bonds and interest due thereon,
and the City shall cause taxes to be levied annually on all taxable property in the City, without
limitation as to rate or amount, sufficient to pay the interest on the Series 2024A Bonds when it
falls due and to pay and discharge the principal at maturity of each and all of the Series 2024A
Bonds as they respectively become due.
Section 4
Tax Covenants and Certifications.
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4.01. Use of the Project. The 2024A 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 2024A Project or security for the payment of the Series 2024A Bonds which might cause
the Series 2024A 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 2024A 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 2024A Bonds to
become includable in gross income for federal income tax purposes under the Code and applicable
Treasury Regulations (the “Regulations”), and covenants to take any and all actions within its
powers to ensure that the interest on the Series 2024A 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 2024A 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 2024A Bonds, it is reasonably expected
that the proceeds of the Series 2024A Bonds will be used in a manner that would not cause the
Series 2024A 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 2024A 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 2024A Bonds from gross income for federal income tax
purposes, unless the Series 2024A 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 2024A Bonds (other
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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 2024A Bonds containing the
information required by Section 149(e) of the Code.
Section 5
Defeasance or Discharge.
5.01. General. When the liability of the City on all Series 2024A 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
2024A Bonds shall cease.
5.02. Maturity. The City may discharge its liability with reference to all Series 2024A
Bonds and interest thereon which are due on any date by depositing with the Registrar for such
Series 2024A Bonds on or before the date a sum sufficient for the payment thereof in full; or if
any Series 2024A 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 2024A 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.
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5.04. Escrow. The City may also at any time discharge its liability in its entirety with
reference to any Series 2024A 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 2024A
Bonds at their Stated Maturities or, if such Series 2024A 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 B and authorizes the Mayor and the City Manager,
or in the absence of either of them or in the event of their inability to sign, their designees, to
execute and deliver on behalf of the City contemporaneously with the date of issuance and delivery
of the Series 2024A 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 2024A 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.
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Section 8
Repeals and Effective Date.
8.01. Repeal. All provisions of other resolutions and other actions and proceedings of the
City and this Commission that are in any way inconsistent with the terms and provisions of this
Resolution are repealed, amended and rescinded to the full extent necessary to give full force and
effect to the provisions of this Resolution.
8.02. Effective Date. This Resolution shall take effect immediately upon its passage and
adoption by this Commission.
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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
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EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF GALLATIN CITY OF BOZEMAN
GENERAL OBLIGATION BOND
SERIES 2024A
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. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
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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 $2,280,000 (the “Series 2024A
Bonds”), all of like date of original issue and tenor except as to serial number, denomination,
maturity date, interest rate and redemption privilege, all authorized by the favorable vote of more than the requisite majority of the qualified electors of the City voting on the question of the issuance thereof at a duly held election, all pursuant to resolutions duly adopted by the City Commission, including Resolution No. ____ adopted on April 23, 2024 (the “Resolution”), and in
full conformity with the Constitution and laws of the State of Montana thereunto enabling. The
Bonds are issuable only as fully registered bonds of single maturities, in denominations of $5,000 or any integral multiple thereof.
Bonds with stated maturities in the years 2025 through 2033 are not subject to redemption prior to their stated maturities. Bonds with stated maturities on or after July 1, 2034 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 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 Bonds having a stated maturity in 2044 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:
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2044 Term Bond
Sinking Fund
Payment Date
(July 1)
Principal Amount
on Sinking Fund
Payment Date
2042 $ 155,000 2043 160,000 2044* 165,000
___________
*Stated Maturity.
If the term bonds with a stated maturity in 2044 are not previously purchased by the City in the open market or prepaid, $165,000 in principal amount of such term bonds would remain to
mature in 2044. 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 Bond is transferable upon the books of the City in the principal office of the Registrar, by the registered
owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof
together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon any such transfer or exchange, the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Montana to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond, in order to
make it a valid and binding general obligation of the City according to its terms, have been done,
do exist, have happened and have been performed in regular and due form, time and manner as so required; that the City Commission will annually levy an ad valorem tax on all of the taxable property in the City in an amount sufficient to pay the interest hereon when it falls due and also to pay and discharge the principal of this Bond at maturity; that this Bond, together with all other
general obligation indebtedness of the City outstanding on the date of original issue hereof, does
not exceed any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Registrar by the manual signature of one of its authorized representatives.
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IN WITNESS WHEREOF, City of Bozeman, Montana, by its City Commission, has caused this Bond to be executed by the facsimile signatures of the Mayor, the City Manager and
the City Clerk and by a printed facsimile of the official seal of the City.
CITY OF BOZEMAN, MONTANA (Facsimile Signature) MAYOR
(Facsimile Signature)
(Facsimile Seal) CITY MANAGER (Facsimile Signature) CITY CLERK
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned herein.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Registrar, Transfer Agent, and
Paying Agent By
Authorized Signature
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The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UTMA............Custodian.....................
in common (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.
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EXHIBIT B
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 $2,280,000 General Obligation Bonds, Series 2024A (the “Bonds”), as of this 16th day of May, 2024.
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:
(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”):
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(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 general obligation debt outstanding;
(2) assessed valuation of the City;
(3) taxable valuation of the City; and
(4) 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) 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.
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If the Disclosure Information is changed or this Continuing Disclosure Undertaking is amended, then the City shall include in the next Disclosure Information to
be delivered pursuant to this Continuing Disclosure Undertaking, to the extent necessary,
an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided.
(2) In a timely manner not in excess of ten business days, notice of the occurrence of any of the following events:
(A) principal and interest payment delinquencies;
(B) non-payment related defaults, if material;
(C) unscheduled draws on debt service reserves reflecting financial difficulties;
(D) unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) substitution of credit or liquidity providers, or their failure to perform;
(F) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB), or other material notices or determinations with respect to the
tax status of the Bonds or other material events affecting the tax status of the Bonds;
(G) modifications to rights of holders of the Bonds, if material;
(H) bond calls, if material, and tender offers;
(I) defeasances;
(J) release, substitution or sale of property securing repayment of the Bonds, if material;
(K) rating changes;
(L) bankruptcy, insolvency, receivership, or similar event of the City;
(M) the consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement 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;
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(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:
(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.
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(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
By ____________________________________
Mayor
By ____________________________________ City Manager
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Resolution 5591, Authorizing the Execution and Delivery of $2,280,000 General Obligation Bonds, Series 2024A
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 5591, entitled: “RESOLUTION RELATING TO $2,280,000 GENERAL
OBLIGATION BONDS, SERIES 2024A; DETERMINING THE FORM AND DETAILS, AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR THE PAYMENT THEREOF” (the “Resolution”), on file in the original records of the City in my legal custody; that the Resolution was duly adopted by the City Commission of the City at a meeting on 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
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