Loading...
HomeMy WebLinkAboutResolution 2358 Approving issuance of MT. IDR Bank Bonds 009 I COMMISSION RESOLUTION NO. 2358 RESOLUTION OF THE CITY COMMISS ION OF THE CITY OF BOZEMAN, MONTANA, APPROVING THE ISSUANCE AND SALE OF $3,300,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (BOZEMAN BANCORPORATION, INC. PROJECT) SERIES 1981 OF THE CITY OF BOZEMAN, MONTANA: AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, LOAN AGREEMENT AND BOND PURCHASE AGREEMENT, ALL RELATING TO SAID SERIES 1981 BONDS: AND AUTHORIZING AND APPROVING AN OFFICIAL STATEMENT RELATING TO SAID SERIES 1981 BONDS BE IT RESOLVED by the City Commission of the City of Bozeman, Montana (the "City"), as follows: Section 1. It is hereby found, determined and declared as follows: (a) Under the provisions of Section 90-5-101 through Section 90-5-113, Montana Code Annotated, as amended (the "Act"), the City is authorized and empowered to issue revenue bonds for the purpose of defraying the cost of acquiring or improving the revenue-producing project herein referred to and to enter into an agreement to loan the proceeds of its revenue bonds to others for the purpose of financing such project. (b) The acquisition, construction, improving and equipping of the Project (as hereinafter defined) are in the public interest of the City. (c) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Series 1981 Bonds (as hereinafter defined) for the purpose of financing the Project (as herein- after defined). (d) Pursuant to the Act, the acquisition or improvement of a project defined in Section 90-5- 101(6), the execution of a loan agreement and mortgage pertaining thereto, and the issuance of bonds in anticipation of the collection of the revenues of such project to provide funds to pay for the cost thereof, was given preliminary approval by Resolution No. 2154 of the City Commission of the City of Bozeman on December 12,1979 (the "Resolution "), following a period of notice and a public hearing. (e) The amount estimated to be necessary to finance the costs of construction, including the costs and estimated costs permitted by Section 90-5-109 of the Act, will require the issuance of the City's Industrial Development Revenue Bonds (Bozeman Bancorporation, Inc. Project) Series 1981 (the "Series 1981 Bonds") in the principal amount of $3,300,000. (f) The total amount necessary to pay the principal of the Series 1981 Bonds is Three Million Three Hundred Thousand Dollars ($3,300,000) and the total amount necessary to pay the interest on the Series 1981 Bonds shall not exceed Four Million Two Hundred and Seven Thousand Five Hundred Dollars ($4,207,500), making the aggregate debt service requirement for the Series 1981 Bonds an amount not to exceed Seven Million Five Hundred and Seven Thousand Five Hundred Dollars ($7,507,500), and the payment of such amounts is hereby authowized, approved and confirmed. (g) The City hereby determines to issue and sell the Series 1981 Bonds. The proceeds of the Series 1981 Bonds will be loaned by the City to be used by Bozeman Bancorporation, Inc., a ~1ontana corporation (the "Company"), in order to pay a portion of the costs of the acquisition, construction, improving and equipping of the Project and related costs. The Project includes the construction of a banking facility and related improvements, which will be leased by the Company to Montana Bank of Bozeman, N.A., a national banking association (the "Lessee"). The Project is described in greater detail in Exhibits A and B to the Loan Agreement hereinafter referred to. (h) Pursuant to a Loan Agreement (the "Agreement"), to be dated as of November 1, 1981, between the City and the Company, a copy of which has been presented to the City Commission at this meeting and which has been reviewed to the extent deemed necessary, the Company unconditionally agrees to repay the loan in specified amounts and at specified times sufficient to make the necessary payments of principal of, premium, if any, and interest on the Series 1981 Bonds. In addition, the Agreement contains provisions relating to the construction and completion of the Project, the payment by the Company of administrative costs of the City and First Trust Company of Montana, Billings, Montana (the "Trustee"), conditions of alteration, improvements and removals of items constituting the Company's facilities, the maintenance and operation of such facilities and damage or destruction thereto, the establishment of rates and charges, the incurrence of other indebtedness, indemnification insurance and other agreements and covenants which are required by the Act or which are permitted by the Act and which the City and the Company deem necessary or desirable to the financing of the Project and the sale of the Series 1981 Bonds. (i) In as much as the basic payments to be made by the Company pursuant to the Agreement will be sufficient in amount to pay principal of, premium, if any, and interest on Series 1981 Bonds and the Company covenants in the Agreement to maintian the Project and pay all taxes with respect thereto, it is not deemed advisable to establish any reserve funds in connection with the retirement of the Series 1981 Bonds or the maintenance of the Project or the payment of taxes with respect thereto. (j) Pursuant to an Indenture of Trust (the "Indenture"), to be dated as of November 1, 1981 between the City and the Trustee, a copy of which has been presented to the City Commission at this meeting and which has been reviewed to the extent deemed necessary, the City assigns and pledges all of its right, title and interest in the Agreement (except only certain rights for administration costs and for indemnification) to the Trustee. In addition, the Indenture, among other things, will set the interest rates (which rates shall be set in such a manner that the average interest rate ~~/$~t/j~/~~tY ~/~~~~~flt~~tlt~~/~Y~f~~~/j~t~f~%tlf~t~ on the Series 1981 Bonds shall be not less than eleven percent (11%) nor greater than twelve and three-quarters percent (12.75%) per annum, which average interest rate this City Commission hereby approves), maturity dates and redemption provisions for the Series 1981 Bonds, provides for the terms and conditions for the issuance of any Additional Bonds (as defined in the Indenture), establishes the various funds and accounts for the deposit and transfer of moneys and contains other provisions which are required by the Act ot which are permitted by the Act and which the City and the Company deem necessary or desirable to the financing of the Project and the sale of the Series 1981 Bonds. ,I 1 COMMISSION RESOLUTION NO. 2358 0.: · (k) The Series 1981 Bonds and any Additional Bonds issued under the Indenture will be special limited obligations of the City payable solely from revenues derived from the Agreement, or moneys available to the Trustee under a letter of credit issued by Citibank, N.A., other than to the extent payable from the proceeds of the Series 1981 Bonds or the proceeds of insurance or condemnation awards or the disposition of the property subject totne Mortgage (as hereinafter defined) upon a default by the Company under the Agreement. The Series 1981 Bonds shall not be payable from or charged upon any funds other than the revenue pledged to the payment thereof, nor shall the City be subject to any 1 iabil ity thereon. No holder or holders of such Series 1981 Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any such I. Series 1981 Bonds or the interest thereon, nor to enforce payment thereof against any property of the City except the Project. Series 1981 Bonds and interest coupons thereon shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers. (1) As additional security for the holders of the Series 1981 Bonds, the Company will, pursuant to a Mortgage and Security Agreement, to be dated as of November 1, 1981 (the "First Mortgage") grant to the Trustee a first mortgage on certain real estate and improvements now standing or hereinafter constructed or placed thereon, and a security interest in certain personal property owned by the Company, subject to certain specified permitted encumbrances. (m) Payment on the Series 1981 Bonds will be guaranteed by Montana Bancsystem, Inc., a Montana corporation (the "Guarantor"), pursuant to a Guaranty Agreement dated as of November 1, 1981 (the "Trustee Guaranty") between the Guarantor and the Trustee. (n) Pursuant to an Official Statement (the "Official Statement"), a definitive draft of which has been presented to the City Corrrnission at this meeting and which has been reviewed to the extent deemed necessary, certain information relating to the City, the Company, the Series 1981 Bonds and the above-described documents will be given to the purchasers of the Series 1981 Bonds by Dougherty, Dawkins, Strand & Yo'st Incorporated (the "Underwriter"). (0) Pursuant to an Inducement Letter of this date (the "Inducement Letter"), copy of which has been presented to the City Commission at this meeting and which has been reviewed to the extent deemed necessary, the Company makes certain representations and agrees to indemnify the City and the Underwriter for any untrue statements or omissions contained in the Official Statement. In addition, the Inducement Letter also contains other agreements and covenants deemed necessary or desirable by the City and the Company for the sale of the Series 1981 Bonds. (p) Pursuant to a Bond Purchase Agreement of this date (the "Bond Purchase Agreement"), between the City and the Underwriter, a copy of which has been presented to the City Commission at this meeting and which has been reviewed to the extent deemed necessary, the Underwriter 1 will purchase the Series 1981 Bonds from the City at the price and on the terms and condi- tions therein specified which are deemed necessary or desirable by the parties thereto for the sale of the Series 1981 Bonds. (q) Pursuant to a Lease Agreement (the "Lease"), to be dated as of November 1, 1981 between the Company and Lessee, the Project will be leased to the Lessee. Section 2. In order to provide for the financing of the acquisition, construction, im- proving and equipping of the Project, the City hereby authorizes the issuance of its industrial development revenue bonds under the Act, to be designated "City of Bozeman, Montana Industrial Development Revenue Bonds (Bozeman Bancorporation, Inc. Project) Series 1981" in the aggregate principal amount of $3,300,000. The Series 1981 Bonds shall be dated as of November 1, 1981 and shall mature in the years, in the amounts, bear interest at the rates and contain the redemption and other provisions as are set forth herein and in the Indenture. Section 3. Each Series 1981 Bond shall be executed on behalf of the City by the facsimile signature of the Mayor of the City, and its corporate seal shall be thereunto affixed or imprinted and attested by the facsimile signature of the Clerk of the City Commission. The coupons to be attached to the coupon Bonds shall bear the facsimile signatures of the Mayor and the Clerk of the City Commission. If any of the officers who shall have signed or sealed any of the Series 1981 Bonds or whose facsimile signature appears thereon or upon the coupons shall cease to be such officers 1 of the City before the Series 1981 Bonds so signed and sealed shall have been actually authenticated by the Trustee or delivered by the City, such Series 1981 Bonds nevertheless may be authenticated, issued and dilevered with the same force and effect as though the person or persons who signed or sealed such Series 1981 Bonds or whose facsimile signature appears thereon or upon the coupons had not ceased to be such officer or officers of the City. COMMISSION RESOLUTION NO. 2358__ 011 Section 4. The City reserves the right to issue Additional Bonds for the purposes and upon the conditions set forth in the Indenture, which Bonds shall be equally and ratably secured with the Series 1981 Bonds. I Section 5. The Indenture and the Agreement are hereby made a part of this Resolution as fully as though set forth in full herein and are hereby approved in the form submitted to this meeting, and the Mayor is hereby authorized and directed to execute, acknowledge and deliver the Indenture and the Agreement on behalf of the City, with such changes, insertions and omissions therein as do not change the substance of the Indenture or Agreement and as may be approved by the Mayor, including the setting of an interest rate or rates for the Series 1981 Ronds within the range of rates authorized herein, such approval to be evidenced conclusively by his execution of the Indenture and the Agreement and the Clerk of the City Commission is hereby authorized and directed to affix to the Indenture and the Agreement the corporate seal of the City and to attest thereto. Section 6. The Official statement is hereby made a part of this Resolution as fully as though set forth in full herein and is hereby approved in the form submitted to this meeting, and the Mayor is hereby authorized and directed to execute the Official Statement on behalf of the City, with such changes, insertions and omissions therein as do not change the substance of the Official Statement, including the setting of an interest rate or rates for the Series 1981 Bonds within the range of rates authorized herein, and said Official statement and the information contained therein are I hereby authorized to be used by the Underwriter in connection with the sale of the Series 1981 Bonds to the public. Section 7. The Bond Purchase Agreement and the Inducement Letter are hereby made a part of this Resolution as fully as though set forth in full herein and are hereby approved in the form submitted to this meeting, and the Mayor is hereby authorized and directed to execute said Bond Purchase Agreement on behalf of the City, with such changes, insertions or omissions therein as do not change the substance of the Bond Purchase Agreement and as may be approved bv the Mayor, such approval to be evidenced conclusively by his execution of the Bond Purchase Agreement. Section 8. The Mayor of the City and the Clerk of the City Commission and all members of the City Commission are hereby authorized and directed to execute and deliver all other documents which may be required under the terms of the Indenture, the Agreement or the Bond Purchase Agreement, and to take such other action as may be required or appropriate for the per- formance of the duties imposed thereby or to carry out the purposes thereof. Passed and adopted this 28th day of October 71981. ) /' ~ ~5$? I ATTEST: r2A c/ J~~ Clerk of the City Commission __~OMM~?? I ON___RESOL~TI ON .NO f 2358 011 State of Montana ) County of Gallatin) City of Bozeman ) I, Robin L. Sullivan, Clerk of the City Commission of the City of Bozeman,do hereby certify that the foregoing Resolution No. 2358 was published by title and number in the Bozeman Daily Chronicle, a newspaper of general circulation printed and published in said City, in the issue I dated the 5th day of November 1981, and due proof of such publication is on file in my office. IN WITNESS WHEREOF I hereunto set my hand and affix the corporate seal of my office this 28th day of December~ 1981. ~~ /2ta- Cler of the City Comm~on I I rO~~ISSION ~SOL~TION NO. 2358