HomeMy WebLinkAboutSewer System Revenue Bond Certificate Documents, $5,103,000$5,103,000
Sewer System Revenue Bonds
(DNRC Water Pollution Control State Revolving Loan Program)
Consisting of
$384,00() Subordinate Lien Taxable Series 2010E Bond,
$816,000 Series 201 OF Bond, and $3,903,00() Series 2010G Bond
City of Bozeman, Montana
CERTIFICATE AS TO SATISFACTION OF CONDITIONS
PRECEDENT FOR ISSUANCE OF
ADDITIONAL PARITY BONDS
We, the undersigned, being the duly qualified Mayor, the Director of Finance, and the
Clerk of the Commission of the City of Bozeman, Montana (the "City"), do hereby certify in
connection with the issuance by the City of its $5,103,000 Sewer System Revenue Bonds
(DNRC Water Pollution Control State Revolving Loan Program), Consisting of $384,000
Subordinate Lien Taxable Series 2010.E Bond (the "Series 2010E Bond' $816,000 Series
2010F Bond (the "Series 2010F Bond"), and $3,903,000 Series 2010G Bond (the "Series 2010G
Bond," and, collectively, the "Series 2010EFG Bonds")), as follows:
1. The Series 201 OF Bond and the Series 2010G Bond are being issued pursuant to
Resolution No. 4220, adopted by the City on November 16, 2009, as amended and supplemented
by Resolution Nos. 4234 and 4245, adopted on January 19, 2010 and February 16, 2010 (as so
amended and supplemented, the "Original Resolution") and Resolution No. 4254 adopted by the
City Commission on May 3, 2010 (the "Supplemental Resolution The Original Resolution, as
so amended and supplemented, is referred to herein as the "Resolution." Capitalized terns used
herein without definition shall have the meanings given thern in the Resolution. The Original
Resolution has not been amended or repealed as of the date hereof, except as described in this
paragraph.
2. The Series 201 OF Bond and the Series 201 OG Bond constitute additional parity
revenue bonds under Section 10,3 of the Original Resolution, as amended by the Supplemental
Resolution.
3.. The Series 201 OF Bond and the Series 2010G Bond are being issued to pay a
portion of the costs of construction and installation of a digester, its supporting building,
dewatering facilities, and related improvements (the "Project to fund deposits to a reserve
account and to pay costs of issuance.
4. The only bonds or other indebtedness payable from the Net Revenues of the
System now outstanding are the City's $359,300 Sewer System Revenue Bond (DNRC Water
Pollution Control State Revolving Loan Program), Series 2010B, its $1,223,000 Sewer System
Revenue Bond (DNRC Water Pollution Control State Revolving Loan Program), Series 2010C
and its 59,500,000 Sewer System Revenue Bond (DNRC Water Pollution Control State
Revolving Loan Program), Series 2010D (the "Series 2010D Bond (collectively, the
"Outstanding Bonds' No other bonds or indebtedness are outstanding that are payable from
revenues ofthe System, except the City's $390,700 Subordinate Lien Sewer System Revenue
Bond (DNRC Water Pollution Control State Revolving Loan Program), Taxable Series 2010A
(the "Series 2010A Bond"). The Series 2010A Bond and the Series 2010E Bond are Subordinate
Obligations payable out of available Surplus Net Revenues in the Replacement and Depreciation
Account or the Surplus Account in the Sewer System Fund of the City and are not parity Bonds
taken into consideration under paragraphs 7 and 8 of this Certificate. For purposes of this
certificate, the Series 2010F Bond and the Series 20100 Bond are deemed to be outstanding in
the aggregate principal amount of $4,719,000.
5. The estimated total cost of the Project, funding of the reserve, and costs of
issuance of the Series 201 OEFG Bonds is $6,088,000. The proceeds of the Series 201 OEFG
Bonds are expected to be sufficient to pay the a portion of the costs of the Project, to pay costs of
issuance ofthe Series 2010E.FG Bonds and to establish the required reserve. Costs of the Project
in excess of the total amount of the Series 2O 10EFG Bonds are expected to he paid from a
Treasure State Endowment Program Grant in the amount of $500,000 and a State and Tribal
Assistance Grant in the amount of $485,000.
6. The Project is reasonably necessary for the proper and economical operation of
the System, for meeting existing or prospective demands for the System, or both.
7. Based on the Comprehensive Annual Financial Report ofthe City for the fiscal
year ended June 30, 2009 (an extract of which is attached as Exhibit A), we hereby certify' that
the Net Revenues of the System computed in accordance with the provisions of Section 10.3 of
the Original Resolution for the last complete fiscal year preceding the date hereof for which
audited financial statements are available, equaled $1,413,564 (i.e., $4,905,744 $3,492,180
which is not less than $1,410,918.75, such amount being 125% of the maximum amount of
principal and interest in the current and any subsequent fiscal year during the term ofthe
Outstanding Bonds, the Series 2010F Bond, and the Series 2010G Bond proposed to be issued.
(125% x $1,128,735). The City approved a rate increase for the use and availability of the
System effective as of September 2009. Taking the initial increment of that rate increase into
account and applying it to levels of usage in fiscal year ended June 30, 2009, the Net Revenues
of the System computed in accordance with Section 10.3 of the Original Resolution total
$2,011,053 (i.e., $5,600,589 53,589,536), which is not less than $1,410,918.75.
8. The amount to be in the Reserve Account securing the Outstanding Bonds
assuming the full principal amounts thereof are advanced totals $791,135, and satisfies the
Reserve Requirement allocable to the Outstanding Bonds other than the Series 2010E Bond and
the Series 20100 Bond. Assuming the full principal amount of the Series 201 OF Bond and the
Series 20100 Bond are advanced, the amount on deposit in the Reserve Account will total
$1,128,735, which is the Reserve Requirement for the Outstanding Bonds and the Series 2.010D
1 Asa result of the new estimating technique rewired Ior Go> catunental Accounting Standards Brant s (GASH) Statement 49 -\cuotmtsug for
Pollution Rein diation Obligations and as a result of recent consultant work on this issue, the City nas requared to hooka one -lime
expense m the amount of SI.3i1,1100 Itn June 10, 2009 r his expense is a erne -time entry that is not a eurreuo. aegulai operating..nst o∎tthe
System As such. it is not withn the meaning of operating expenses as defined in the original Resolution Lind has heen mmosed Irom
calculations of System operating expenses 101 purposes of this certificate
2
Bond, as shown on the attached Exhibit B. All of the amount necessary to satisfy the Reserve
Requirement upon the issuance of the Series 201 OF Bond and the Series 2010G Bond (i.e.,
S337,600) is currently expected to be funded from proceeds of the Series 2010F Bond and the
Series 2010G Bond. On the date of issuance of the Series 2010F Bond and the Series 2010G
Bond, the balance in the reserve in the Reserve Account will equal the Reserve Requirement for
the Series 2010F Bond and the Series 2010G Bond.
9. The City is not, as of the date hereof, in default in any payment of principal of or
interest on any notes or bonds payable from the Sewer System Fund, and no deficiency now
exists in the balances required by the Resolution to be maintained in any accounts within the
Fund. To the best of my knowledge, the City is not in default under any of the other provisions
of the Resolution.
Dated this 10th day ofJune, 2010.
3
CITY OF BOZEMAN, MONTANA
y Director ._Sf Finance
2009 FINANCIAL STATEMENTS
1 FT MT \I T.1.1. \PINS' S ANT) 'RI S 'i 1 ASSI 1 1 PR( inn T us). 4 1 4)`..,
Year 1 ridtd JWi 30. 2009
"1.1d .0, :I 0-1.10fi
1 ills 44 I 11 I .4 924
t 11 2 244t P4, tti
12t. e t 1 241112
4 1, 12 1'1 4 i. I,
11 'H 51', IA
t 1
EXHIBIT A
141 I
!,4
S :1k4 42 14 14 4 4'
I
4114 41. 4123t. ‚944 412 22'2'141
1
.1 4
1
lot AM..
al
4
1:: 2
A
COMBINED DEBT SERVICE SCHEDULE BONDS
c.9(06j
1
I
1
I9S 19'6L.
I
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I. cr'r
1 r
V",
r
C■
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j 660`9Z I I
SRI
Loan (G) (rr
3.75%
$3,903,000
Digester
2 79.488 I
I
IL'8LZ
9OS "6LZ
co
r--
279,344 1
089`1E
ti 8
186`LS
L89'85
LLEC8c
I E6`LS
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Loan (a (E)
$384,000
Digester
r
I£8`8I9
00 x,89
8tiZ`6L9
I tt-6`6L9
t't'1
6I8'6L9
L
056`6L9
005`089
0 St' 089
Sub
'Total
`~96`601 SL8`L8
S()`60I 5ZZ`1,8
61-0`60I 61c`L8
886'80I B�:L`L OSZ`
2015 2 {),970 87,881 I 108,851 i
16`801
110,042
OLS`60I
0€)5`(8
186'98 1
SE6`L8
18L`L8
87,550
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SRF
ARRA -A
$390,700
I OZ
11 0Z.1
1 €)z 1
t10Z
L 0Z
610Z
COMBINED DEBT SERVICE SCHEDULE BONDS
1,124.828
90S'SZI'I
279,687 1,125.058
279,88" 1,127,461
279,787 1,126,67
279,388 1,125,592
I`SZI`1 i 889'8LZ
279,669 1 1,128,661
89S`9Z1`1
t88'9Z0` I
r a
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H
ZSC Hi ZZ
L8 `8LZ
L8I 6LZ
t6Z'6LZ
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1i.5`L €1
6SS`£6S`S
58.488
696`8S
t'6C8S
Z9L`L
160'85
J
(1ST `8S
1 S`8S
L£9`8S
699`RS
Z9'8S
ZS`8Z
I
1 IS`691`t
000`t8 'E
0SS`6L9
tt9'6L9
90`6L9
LAL'6L9 1
£9L`6L9
I
ttt`6L9
9S0`Z89
0SL`089
009`8L9
1 61 t'L!S`E 1
1
0t`801 F ttrL8 6S1IZ I
90L'LOI Z98`98 tt8`OZ
SI6'LO1
t -0`011 6IR`L8 SOZ` -Z tZOZ
ti66'801 T SS8' 1'c
L98`801 Z9`-8 SOS'1Z 97.OZ
1
8 108,649
66 -`801 7
SS8`L01
i
7960`11
tZt'89 I Cr
LBk`LR
87,494
O0t`L8
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rS`OZ
SSr1Z
SSt`OZ
960'1 I
98Z`tZt
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I
2022
00L'06ti I�xoL
1
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L-OZ
�BZOZ
2029
I t)£oZ
10Z 1
S5,l03,0U0
Bonds
(DNRC Water Pollution Control State Revolving Loan Prog,uoo),
Consisting o[$3@4`U00 Subordinate Lien Taxable Series 2010E Bond,
$8|0,0OU Series 20l0F Bond, and §3'9U],UU0 Series 2Ul<GBond
2010. City of Bozeman, Montana
CERTIFICATE AND RECEIPT
OF DIRECJOR OF FINANCE
1, the und i being the duly qualified and acting Director of Finance of the Ci of
Bozeman, Montana (the City""), hereby certify and acknowledge that on the date of this
instrument, |/coeivnd from the Departrnent of Natural Resources and Conservation of the State
uf Montana (the '`DNR(, purchaser thereof (the ~Puochoaer') the amount nf$40,0OO_a*the
first advance of the principal amount ot the Subordinate Lien Sewer System Revenue Bond
(DNRC Water Pollution Control State Revolving Loan Program), Taxable Series 2010E, of the
City (the "Series 2010E Bond"), dated, as originally issued, as of the date hereof, and issued in
the maximum principal amount of $384,000, and 553,973, as the first advance ofprincipal ofthe
Sewer Sys em Revenue Bond (DNRC Water Pollution Control State Revolving Loan Program),
Series 2U]Uy,n[ the City (the "Series 2()lUF8ond dated, ae originally inoucd,asnfthcdutc
hereof, and issued in the maxirnum principal amount ofS81h,O00.
The City estirnates that it wili request an advanee ofa portion ofthe principal principal arnount of
the City's S3,403 Sewer System Revenue Bond (DNRC Water Polluti n Control State
Revolving Loan Prograrn), Series 201()G (the "Series 2())0<] Buud later than Juy 3 1,
2010.
Following the total initial advanee ot$ 100,573 at closing, the relnaining principal uoouut
of the Series 2010E Bond will be advanced full, then remaining principal in c�m�mn��mo�uamoontuf the
Series 2010F Bond wifl he advanced in fuJi, and then the ('ity will request advances oFthe Series
2010G Bond. The advance reeeived on Uie date hereofshall he used for constructjon costs and
to fund a deposit to the Reserve Account.
�/\sBund[{cg/x�or designated under Reso�tinul�o.4254 hy the O
{.nnzoomuiou May 3 authorizing tlie issuance of the Series 201 OE Bond, the Series
2010F Bond, and the Series 2010G Bond (collectively, the "Bonds"), 1 further certify that on the
date hereof the Bond Registrar basuu[hcutita1uluud delivered the Bonds io the Purchaser. 1
further certif'y that the Bonds so authenticated and delivered were registered, on the face thereof
and also in the bond register maintained by' the Bond Registrar, in the name of the Purchaser..
WITNESS my hand officially as such Director of Finance as of this 10th day ofJune,
Jirectoco mice
$5,103,000
Sewer System Revenue Bonds
(DNRC Water Pollution Control State Revolving Loan Program),
Consisting of $384,000 Subordinate Lien Taxable Series 2010E Bond,
$816,000 Series 2010F Bond, and $3,903,000 Series 2010G Bond
City of Bozeman, Montana
REBATE CERTIFICATE
The City of Bozeman, Montana (the "City acting through its undersigned duly
authorized officers, hereby certifies and agrees as follows with respect to the $816,000 Sewer
System Revenue Bond (DNRC Water Pollution Control State Revolving Fund Program), Series
2010F, dated, as originally issued, as ofJune 10, 2010 (the "Series 2010F Bond and the
53,903,000 Sewer System Revenue Bond (DNRC Water Pollution Control State Revolving Fund
Program), Series 2010G, dated, as originally issued, as ofJune 10, 2010 (the "Series 2010G
Bond issued pursuant to Resolution No. 4220, adopted by the City on November 16, 2009, as
amended and supplemented by Resolution Nos. 4234 and 4245, adopted on January 19, 2010 and
February 16, 2010, respectively (as so amended and supplemented, the "Original Resolution
and as further amended and supplemented by Resolution No. 4254 adopted by the City
Commission on May 3, 2010 (the "2010 Resolution the Original Resolution as amended and
supplemented by the 2010 Resolution, the "Resolution
Section 1. Undertakings.
1.01. The City, pursuant to Section 10.4 of the 2010 Resolution, has covenanted to
comply with the requirements of Section 148(f) of the Internal Revenue Code of 1986, as
amended (the "Code relating to the Series 201 OF Bond and Series 2010G Bond (together, the
"Bonds The City covenants that it will consult with Bond Counsel (as hereinafter defined)
and undertake to determine what is required with respect to the rebate provisions contained in
Section 148(0 of the Code from time to time and will comply with any requirements that may be
applicable to the Bonds. The methodology described in this Certificate will be followed, except
to the extent inconsistent with any requirements of future regulations or written advice received
from Bond Counsel.
1.02. Detailed records with respect to each and every Nonpurpose Investment
attributable to Gross Proceeds of the Bonds shall be maintained by the City, including: (i)
purchase date, (ii) purchase price, (iii) brokerage or other transaction costs of purchase, (iv)
information establishing fair market value on the date such investment became a Nonpurpose
Investment, (v) any accrued interest paid, (vi) face amount, (vii) coupon or stated interest rate,
(viii) periodicity of interest payments, (ix) disposition price, and (xii) brokerage or other
transaction costs of disposition. Such detailed recordkeeping is required for the calculation of
the Rebatable Arbitrage which, in part, will require a determination of the difference between the
actual aggregate earnings of all the Nonpurpose Investments and the amount of such earning
assuming a rate of return equal to the Yield of the Bonds.
Section 2. Definitions. Unless the context hereof otherwise requires, capitalized terrns
shall have the respective meanings given them in the Resolution or in the Officers' Certificate of
the City of even date herewith. In addition, the following capitalized terms have the following
respective meanings in this Certificate:
Available Proceeds shall mean "gross proceeds of the Bonds as defined in
Section 1.148-7(c)(3) of the Regulations. Generally, "Available Proceeds" means the
sale proceeds of the Bonds and investment proceeds derived therefrom; it does not
include amounts allocable to the Bonds in the Debt Service Account to the extent they
constitute a "bona fide debt service fund for the Bonds or a "reasonably required
reserve,'" each as described in the Officers" Certificate executed by the City of even date
herewith.
City.
Bond Year shall mean each one-year period (or shorter from the Closing
Date) that ends at the close of business on each July 1, or, if earlier, the date the
last Bond is paid.
Bonds.
Bond Counsel shall mean nationally recognized bond counsel selected by the
Closing Date shall mean June 10, 2010, the date of delivery of the
Code shall mean the Internal Revenue Code of 1986, as amended, from
time to time, and the applicable Treasury Regulations (including proposed or
temporary regulations) promulgated thereunder.
Computation Date shall mean an installment computation date (the last
day of the fifth and each succeeding fifth Bond Year) and the final computation
date (the date the last Bond is discharged). If the Bonds are paid at its stated
maturities, the installment computation dates are expected to be July 1, 2014,
July 1, 2019, July 1, 2024, July 1, 2029 and the final computation date is
expected to he July 1, 2030.
Gross Proceeds shall mean, with respect to the Bonds, all proceeds of
the Bonds (including original proceeds and transferred proceeds) and any funds
(other than proceeds) that are part of a reserve or replacement fund for the
Bonds, including amounts on deposit in the Construction Account, if any, and in
the Reserve Account, each of the Sewer System Fund (the "Fund''), but
excluding ;amounts on deposit in the Debt Service Account, allocable to the
Bonds to the extent it constitutes a "bona fide debt service fund as described in
the Officers' Certificate of even date herewith.
Investment Property shall mean any security, obligation (other than a
Non-AMT Obligation), annuity contract or investment-type property.
Non-AMT Obligation means any obligation the interest on which is not
includable in gross income under Section 103 of the Code and which is not a
2
"specified private private ac boiid" (within the meaning ot Section 57(a)(5)(C) of
the Code).
Nunyurposclovcs1muoi shall mean any Investment Property that is not a
purpose investment in which Gross Proceeds of the Bonds are invested,
including investments allocated to the Bonds in the Construction Account in the
Fund and the Reserve Amount.
'Project shall 'an the ZO|O Project as described in Appendix A to the
Resolution.
Rebatable Arbitrage shall mean. as ot any Computation l}ate, the excess
of the future value of all nonpurpose receipts with respect to the Bonds over the
future value of all nonpurpose payrnents with respect to the Bonds.
Regulations shall mean the Treasury Regulations applicable to the
Bonds and promulgated under the Code or thc Internal Revenue Code of 1954,
as amended, including, without limitation, Treasury Regulations, Sections
1.103-13 1.103.14, 1.103-15 1.148-0 through 1.148-11_ 1.148-12T 1.148-13I,
1.149-1 and 1.150-0 through 1.150-1.
Reserve Amount shali mean the amount on deposit in the Reserve
Account in the Fund that is allocahle to the Bonds f orn tinie to tinle, as
provided in thc Officers' Certificate of the City, of even date herewith.
Yield, with reference to any obligation, shall mean that discount rate
which, when computing the present value of all unconditionally payabie
payments of principal and interest paid and to he paid on such obligation,
produces an amount equal to the present value of the issue price ofthe
obligation.
Yield uf the Bonds shall mean 3.7497<N(°0 per annum.
Section 3. Dcbctnb}c Arbitrage Calculation and Payment.
3.81. The Project will be owned and operated by the City and used for governmental
purposes. Thc City expects to spcnd or has spent within flvc husiness days after receipt
advances o[ the Bomds Such o�oum�xadra advanced will reimburse the City Bonds. nuc vv zc ur�� c zy rpayments made by
the City on the Project. In any event, all of the Availab]e Proceeds qualify for the temporary
period under Section 1.148-2(e)(2) of the Regulations. Apart from the sale proceeds ofthe
Bonds and investment proceeds derived therefrom. and the City's contribution of amounts to the
Reserve Account from proceeds of the Bonds, the City does not expect that any other Gross
Procceds will arise. Thus, i[ the expenditure tests set forth ioSection 1.148-7(d)(1)(hnf the
Regulations are met (i.c` the following percentages ofAvailahle Proceeds are spcnt within thc
following periods beginning on the date of issuanee: at least l.5Yn within six months (December
lO,20lU);hUY6 within one year (June \0,20ll),and !009/v within eighteen months (December
10, 2011) (subject to a reasonable contractual retainage amount not exceeding five percent ofthc
net sale proceeds of the Bond auo[ December lO`2Ull to he spent within 30 months after the
3
date hereof. as defined in Section 1.148-7(h) of the Regu treat
the Available Proceeds nsexempt from the rebate requirements of Section l48(Ro[ the Code
pursuant to the 1 nionth spcnding exception provided under Section |.l4X'7(d) ot'the
3.02. For purposes of complying with Section 148(f) of the Code, the CiIy will prepare
or have prepared o calculation ofthe Rebatable Arbitrage consistent with the rules described in
this Section 3,recognizing that even ifthe 18 month' spending exception is applicahle and no
Gross Proceeds other than Available Proceeds arise in respect of the Bonds, the Reserve Amount
is still subject to rebate. The City will prepare (and file in the office of the City Director of
Finance a completed copy of the calculation of the Rebatable Arbitrage within 30 days after the
[ocopoto1ioo Date or the end o[ the l8-c000tbexpenditure period, whichevcr is later). For
no
purpose of evidencing compliance with the 18-mmnoth`` spending exception, the City shall
prepare and file with the City Director of Finance the Construction Expenditure Report zdtuchcd
as Exhibit A at the end of each of the three six-month increments with the 18-month spending
exception period.
3]3. The City shall pay to the United States Department of Treasury from surplus
money in the Sewer System Fund or other available funds (A) not later than 60 days after each
Computation Date, an amount equal to at least 00% of the Fle6cknblc Arbitrage calculated as of
such Computation Date; and (B) not later than 60 days after the final [`o/Tzputudnn Date, an
amount equal to l00% oI the Rebatable Arbitrage.
3.04. Each payment required to be made pursuant hereto shall be tiled with the Internal
Revenue Service Center, Ogden, Utah 84201 (or at such other plaee as the Internal Revenue
Service may designate), on or hefore the date such payment is due, and shall be accompanied by
a completed and executed Internal Revenue Service Form 8038-T. The City shall retain records
of the calculations rcquired by this Section until six years after the final Computation Date.
3.05. Notwithstanding anything in this certificate to the contrary, gross earnings during a
Bond Year on any bona fide debt service fund for the Bonds and amounts earned on such
arnounts, 1 f allocatcd to such houa fide debt service fund, shall not he taken into account io
calculating the Kebu1ahloArbitrage. For purposes ofthis paragraph 3.05, the term "gross
earnings means the aggregate amount earned on the NnopurpVscInvestments in which the
Gross Proceeds deposited to the bona fide debt service fund are invested, including amounts
earned uo such amounts ifaliocated to the bona fide deht service ftrnd. It is expccted that the
amounts on deposit in the Debt Service Account allocable to the Bonds will constitute uhono
tide debt service fund for the Bonds.
Section 4. Filing Requirements. The City shall file or cause to be tiled such reports or
other docuinents with the Internal Revenue Service as required by the Code in accordance with
an opinton of Bond
Section 5. Survival of[)cfeneuouc. Notwithstanding anything in this ('ertit'icate or any
other provisions of the Resolution to the contrary, the obligation to remit the 8cbybah|c.Arbitruue
to the United States Department of �e and to with all nticrrcguiroz eu1x
contained in this Certificate shall survive the defeasance of the Bonds.
4
Section 6. Amendments. The City may amend or supplement the provisions of this
Certificate by filing an executed copy of such amendment or supplement in the office of the
Secretary accompanied by an opinion of Bond Counsel to the effect that such amendment or
supplement is required by, or 'better complies with, the provisions of Section 148 and applicable
Regulations.
Dated: June 10, 2010
5
CITY OF BOZEMAN, MONTANA
ector o nance
EXHIBIT A
CONSTRUCTION EXPENDITURE REPORT
This report is submitted pursuant to Section 3.02 of the Rebate Certificate, dated June 10,
2010. As of 70_, the aggregate Available Proceeds available for expenditure
were
(2 The amount expended for costs of the improvements as of
(3) was (4)
which is of said aggregate Available
Proceeds."' Consequently, the requirements of Section 3.01 of the Rebate Certificate [have been]
have not been] met.( Dated: 20.
rebate.
(3) Same date as first blank.
CITY OF BOZEMAN, MONTANA,
By
Its
(1) Insert most recent date from Section 3.01, or semiannual date thereafter until all Available Proceeds are
expended.
(2) l'otal of (i) f (issue price of Bonds less sale proceeds contributed to the Reserve
Account and less the sum of costs of ssuance to be paid from proceeds thereof), plus (ii) aggregate investment
earnings on amounts in Construction Account in the Sewer System Fund up to the date inserted in first blank and
future investment income thereon that the City reasonably expects as of the date inserted in the first blank.
(4) Includes all disbursements fir costs of the hnprovements (excluding amounts contributed to the
Reserve Account and bond issuance costs) from proceeds of the Bonds or investment income thereon from the
C onstruction Account.
(5) If percentage requirement of Section 3,01 is not met, all Available Proceeds are subject to arbitrage
$5,103,000
Sewer System Revenue Bonds
(DNRC Water Pollution Control State Revolving Loan Program),
Consisting of $384,000 Subordinate Lien Taxable Series 2010E Bond,
$816,000 Series 2010F Bond, and 53,903,000 Series 2010G Bond
City of Bozeman, Montana
OFFICERS' CERTIFICATE
We, Jeff Kraus, Stacy Ulmer), and Anna Rosenberry, hereby certify that we are on the
date hereof the duly qualified and acting Mayor, City Clerk, and Director of Finance,
respectively, of the City of Bozeman, Montana (the "City"), and, on behalf of the City, that:
1. The undersigned Mayor, City Clerk, and Director of Finance have executed with their
true signatures as such officers the Subordinate Lien Sewer System Revenue Bond (DNRC
Water Pollution Control State Revolving Fund Program), Taxable Series 2010E, in the maximum
principal amount of $384,000 (the "Series 2010E Bond"), the Sewer System Revenue Bond
(DNRC Water Pollution Control State Revolving Fund Program), Series 2010F, in the maximum
principal amount of $816,000 (the "Series 2010F Bond"), and the Sewer System Revenue Bond
(DNRC Water Pollution Control State Revolving Fund Program), Series 2010G, in the maximum
principal amount of $3,903,000 (the "Series 2010G Bond"), each of the City, dated, as originally
issued, as of the date hereof The Series 2010E Bond, Series 2010F Bond, and the Series 2010G
Bond (collectively, the "Series 2010EFG Bonds"), mature on the dates, hear interest at the rates
and are substantially in the forms., prescribed by Resolution No. 4254, duly adopted by the City
Commission of the City on May 3, 2010, entitled "Resolution Relating to $5,103,000 Sewer
System Revenue Bonds (DNRC' Water Pollution Control State Revolving Loan Program),
Consisting of $384,000 Subordinate Lien Taxable Series 2010E Bond, $816,000 Series 2010F
Bond, and $3,903,000 Series 2010G Bond: Authorizing the Issuance and Fixing the Terms and
Conditions Thereof' (the "2010EFG Resolution").
The Series 2010EFG Bonds are issued pursuant to Resolution No. 4220, adopted by the
City on November 15, 2009, as amended and supplemented by Resolution Nos. 4234 and 4245,
adopted on January 19, 2010 and February 16, 2010, respectively (collectively, the "Original
Resolution"), as further amended and supplemented by the 2010EFG Resolution (as so amended
and supplemented, the "Resolution"). Terms used herein with initial capital letters but not
defined herein have the meanings given them in the Resolution. Pursuant to the Original
Resolution, the City has issued and there is outstanding its $1,973,000 Sewer System Revenue
Bonds (DNRC Water Pollution Control State Revolving Loan Program), Consisting of $390,700
Subordinate Lien Taxable Series 2010A Bond (the "Series 2010A Bond"), $359,300 Series
2010B Bond (the "Series 2010B Bond"), and 5 1,223,000 Series 2010C Bond (the "Series 2010C
Bond"), and its $9,500,000 Sewer System Revenue Bond (DNRC Water Pollution Control State
Revolving Loan Program), Series 2010D (the "'Series 2010D Bond"). The Series 2010B Bond,
the Series 2010C Bond, the Series 2010D Bond, the Series 2010F Bond, the Series 2010G Bond,
and any other bonds hereafter issued by the City on a parity therewith under the Resolution are
referred to herein as the "Bonds." The Series 2010A Bond and the Series 2010E Bond are
Subordinate Obligations payable Out of available Surplus Net Revenues in the Replacement and
Depreciation Account or the Surplus Account in the Sewer System Fund of thc Civ and arc not
parity Bonds.
The Resolution is in full force and effect in the form it was adopted. We have delivered
the Series 201 OFFG Bonds, duly authenticated by the Director ofFinance, as Registrar, to the
Department of Natural Resources and Conservation of the State of Montana, as purchaser (the
"Purchaser"). The Series 2010EFG Bonds are in fully registered form pursuant to a system of
registration established by the Resolution.
2. The Series 2010EFG Bonds have been in all respects duly executed thr delivery
pursuant to authority conferred upon us as such officers; that no obligations other than those
described above have been issued pursuant to such authority; that none of the proceedings or
records which has been certified to the Purchaser or to the attorneys approving the validity of the
Series 20 IOEFG Bonds has been in any manner repealed, amended or changed except as shown
by additional proceedings or records furnished each of them; and that there has been no material
adverse change in the financial condition of the City or the circumstances affecting the Series
2010EFG Bonds, except as shown by the materials so furnished.
3. No litigation is now pending, or, to the best of our knowledge, threatened (i)
restraining or enjoining the issuance or delivery of the Series 2010EFG Bonds, (ii) questioning
the organization or boundaries of the City or the right of any officers of the City to their
respective offices, (iii) questioning the right and power of officers of the City to deliver the
Series 2010EFG Bonds, (iv) challenging the validity of or security for the Series 201 OEFG
Bonds, the pledge of Net Revenues of the sewer system of the City (the "System") to pay the
principal of, premium, if any, and the interest on the Series 2010F Bond and the Series 2010G
Bond or the pledge of Surplus Net Revenues to pay the principal of, premium, if any, and interest
on the Series 2010E Bond, or (v) challenging the validity or enforceability of the Resolution.
4. The representations of the City contained in Articles Il and III of the 2010EFG
Resolution are true and complete as of the date hereof as if made on this date, except to the
extent that the City has specifically advised the Purchaser and the attorneys approving the
alidity of the Series 2010EFG Bonds otherwise in writing.
5. The Series 2010EFG Bonds are being, delivered to the Purchaser on the date hereof
and $46,600 of the principal amount of the Series 2010E Bond and $53,973 of the Series 201 OF
Bond are being advanced on the date hereof. Upon presentation of adequate information to the
Purchaser regarding costs of the hnprovements (as defined below) and related costs, the
remaining principal amount of the Series 201 OE Bond will be advanced in full and thereafter the
remaining principal amount of the Series 201 OF Bond will he advanced in full and then it is
expected that remaining amounts to pay costs of the Improvements (as hereinafter defined) will
he advanced from proceeds of the Series 2010G Bond.
6. We are among the officers of the City responsible for issuing the Series 2010F Bond
and the Series 2010G Bond and, pursuant to Section 148 of the Internal Revenue Code of 1986,
as amended (the "Code"), and the Treasury Regulations promulgated thereunder (the
*Regulations"), on behalf of the City we hereby certify and reasonably expect that the proceeds
of the Series 201 OF Bond and the Series 201 0G Bond will he used as follows within the meaning
of applicable provisions of Section 148 of the Codc and of applicable Treasury Regulations (the
Regulations such facts, estimates and circumstances being as follows:
(a) The Series 2010F Bond and the Series 20100 Bond are being issued to
finance the cost of acquiring or constructing certain improvements to the System,
generally described in Appendix A to the 2010EFG Resolution (the Improvements
fund deposits to the Reserve Account, and to pay costs of issuance. The Improvements
are intended for use by members of the general public or users of the System. All users
gale System pay standard rates for the use and availability of the System.
(h) The City has spent or expects to spend the following amounts in connection
with the Improvements and associated financing costs:
Debt Service Reserve
Bond Counsel Related Costs
Construction
Contingency
TOTAL PROJECT COSTS
3
$337,600
$15,000
$5,298,965
$436,435
$6,088,000
Costs of the Improvements in excess of the proceeds of the Series 2010EFG
Bonds are expected to he paid from a Treasure State Endowment Program grant in the
amount of $500,000 and a State and Tribal Assistance Grant in the amount of $485,000.
(c) The City has heretofore entered or within six months will enter into contracts
for the Improvements, in the form of engineering services, site development or
construction, in the sum of at least So of the expected sale proceeds of the Series 2010F
Bond and the Series 2010G Bond, i.e. $235,950, which the City expects to spend on the
Improvements.
(d) Work on the Improvements has begun and will proceed with due diligence to
completion, and the Improvements are expected to be completed by July 2011.
(e) The Series 2010EFG Bonds will he purchased by the Purchaser at a purchase
price equal to the principal amount of the Series 2010EFG Bonds advanced thereunder.
Pursuant to the Resolution and the Series 2010EFG Bonds, the Purchaser has agreed to
advance to the City principal amounts of the Series 2010EFG Bonds from time to time
upon satisfaction of certain conditions precedent set lb:all in the Resolution, up to the
maximum principal amount of $5,130,000. No interest accrues on principal of the Series
2010EFG Bonds and the City is not entitled to any investment income thereon until the
principal amount is advanced.
(f) Of the purchase price of the Series 2010EFG Bonds, assuming the full
principal amount thereof is drawn, $4,750,400 will he used to pay costs of Improvements
($382,871 of the Series 2010E Bond, $754,914 of the Series 201 OF Bond, and
$3,612,615 of the Series 20100 Bond), $15,000 to pay costs of issuance of the Series
2010EF6 Bonds costs of legal services) ($}.|ZVm[the Series 2010E Bond,
$Z Series 2010F Bond, and $ll,472ofthe Series 2Ol(38oud), and $337,b00
t() fund the deposit to the Reserve Account (S58,657 from the Series 20lUF Bond and
S278,V}J from the Series 20l()G8nod). Costs ot isSuanee are paid from Series 2010
Bond proceeds allocated in proportion to the respective pri i u]unouootsofthcSerieu
2U)OE Bond, the Series ZUl0F Bond, and the Series 2U|0G Bond, resulting inSl`129 of
costs o issuance allocated to the Series 201UE Bond, 52,3oVof costs o[issuance
allocated to the Series 201 OF Bond, and 51 1 .472 of costs of issuance allocated to the
Series ZO|0GBond,
(g) The Ci expects to spend on costs ufthe Improvements by September 30,
2Ull all ofthe proceeds to be derived bythe City from the sale nf the Series 2Ol0EFG
Bonds.
(i) The Series 2010F Bond and the Series 2010G Bond are not a bond
within the meaning of Section 149(g) of the Code, The City expects to spend notless
than 5° ofthe sale proceeds ofthe Series 2010F Bond and thc Series 2010G Bond
within three years after the date hercof and less than 50% of the proceeds ofthe Series
2010F Bond and the Series 201 OG Bond are invested in nonpurpose investrnents having a
substantially guaranteed yield for four years or more.
(j) Proceeds ofthe Series 2010F Bond and the Series 2010G Bond and
invcstmcoTiucmozcthoccoo,ifuny,tnb000njtofiouuce the costs 0! the Tmprovements
and pay costs of issuance o[the Series 2010F Bond and the Series 20100 Bond will be
invested fur a ternporary period pursuant tn Section 1.l4#-2(c){2)o[ the Regulations
ending on the earlier of: (i) three years from the date hereof (June 10, 2013), or (ii) the
date that the Irnprovements would be completed in the exercise ot due diligence and all
costs thereof promptly pai] If, at the conclusion o! such temporary period, sale proceeds
of the Series 2010F Bond and the Series 2010G Bond and investment income thereon,
other than sale proceeds deposited in the Reserve Account, have not been allocated to the
governmental purposes of the Series 20I0F Bond and the Series 3UlUG Bond, such
amounts will not he invested at a yield greater than the yield of the Series 20I0F Bond
and the Series 20|0G Bond, ifand to the extcnt such restriction is necessar to prevent
the Series 201 OF Bond and the Series 201 OG Hond from hcioo,un arbitrage bond within
thc meaning of Section 148 ofthe Code arid Regulations unlcss the ('itv determines to
take advantage of Section 1. 148-5(c) ofthe Regulations relating to yield reductioii
(k) The Improveinents have not heen and are not expected to he sold or othcrwise
disposed of by the City during the tc000f the Series 2()l0F Bond and the Series ZUU)0
Bond. The City expects that the Improvements will rernain owned and operated by the
City substantially in the manner in which they are now owned and operated for the
indefinite period concluding not earlier than the tini1 stated nlaturity date of the Series
2010F Bond and th.e Series 2010G Bond,
The City reasonahly expects that during the terin of the Series 201 0F Bond and
the Series 2010G Bond no private business use will be made of the Improvements or the
4
System and that no private paynients or security will be made or furnished that would
cause the Series 2010F Bond and the Series 2010G Bond to he a "private activity bond
within the meaning of Section |4lof the Code and applicable Regulations. No proceeds
of the Series 20|UF Bond and the Series 20}0C} Bond are being or will be Ioaned to any
nongovernmental person. The City rcasonahly expects that the Series 2Ul0F Bond and
the Series 2010G Bond will not he private activity honds within the meaning ofScction
141 of the Code.
(1) No obligations of the City (a) are being issued at substantially the same time
as the Series 2010F Bond and the Series 2010G Bond, (h) are being soldyurnuooTtV{he
sameplan offinancing as the Series 2010F Bond and the Series 2010G Bond, and (c) are
reasonably expected to he paid trorn substantially the same source of funds (deterrnincd
without regard to guarantees from unrelated parties) as will be used to pay the Series
201 OF Bond and the Series 201 OG Bond, within the meaning of Section l.l50-l(c)o[the
Regulations.
(n) Pursuant to the Resolution, the principal of, premium, if any, and interest on
the Bonds are to he paid from the Revenue Bond Account in the Sewer System Fund (the
"Revenue Bond .Amznoc`). The City does not reasonably cxpect to use any other fund or
account to pay principal of', premium, if any, or interest (including, for purpose ofthis
paragraph 6(m), Adrninistrativc Expense Surcharge and Loan Loss Reserve Surcharge, as
provided in the Resolution) on the Series 2010F Bond and the Series 2010G Bond. The
Net Revenues appropriated hy the Resolution to the payrnent ofthe Series 201 OF Bond
and the Series 2010G Bond are to he deposited in the Revenue Bond Account.
It is expected that all amounts credited to the Revenue Bond Account allocable to
the Series 2010F }3ond and thc Series 2010G Bond will he used to pay the interest on and
principal of the Series 2010F Bond and the Series 2010G Bond within 13 months after
deposit. The Revenue Bond Account will be used primarily to achieve a proper matching
of revenues and debt service within each bond year (the 12-month period (or shorter
period from the date hereof) ending on a July 1) and is expected to be fully depleted at
least once a year on July 1, except for a reasonable carryover amount which is not
expectcd to exceed the greatcr ot0) the earnings on rnoney in the Revenuc Bond
Account allocahlc to thc Scrics 201 0F Bond and the Series 2010G Bond thr the preceding
bond year or (ii) one-twelfth of ofthe annual deht service on the Series 201 OF Bond and thc
Series 2010G Bond in the preceding hond vear. Consequently, the arnounts on deposit in
the Revenue Bond Account allocable to the Series 20! OF Bond and the Series 20l0G
Bond constitute a hona tide deht service fund" tor the Series 2010F Bond and the Series
2010G Bond within thc meaning of Section 1.148-1(6) of the R ons.
(n) As of the tirst day of each inonth commencing July the Director uf
Finance will deterrnine the halance on deposit in the Revenue Bond Account al!ocable to
the Series 2Ul0F Bond and the Series 20lO[ Bond. Ifthe amount on deposit. in the
Revenue Bond Account a]iocahlc to thc Series 2010F Bond and the Series 2010G Bond
exceeds the sum ot the ainouIlt olprincipal and interest payable from the Revenue Bond
Account on tlie Series 20 1 OF Borid and the Series 201OG Bond through the following
July 1 plus the carryover amount described in paragraph 6(m) hereof, then, to the extent
5
necessary to prevent the Series 2010F Bond and the Series 201OG Bond from becoming.
an arbitrage bond, the excess over such sum will either be (i) used to redeem principal.
installments of the Series 2010F Bond and the Series 2010Ci Bond, or (ii) invested at a
yield less than or equal to the yield of the Series 201OF Bond and the Series 201( Bond,
except am permitted 6v paragraph 6(p) hereof
The Series 2010E Bond is payable uut of available Surplus Net Revenues in thc
Replacement and Depreciation Account or the Surplus Account, subject to the prior lico
otthe Bonds on Net Revenues in the Revenue Bond Account and Reserve Account. The
ohligation ot the C'ity to repay the principal of and interest and any surcharges on the
Series 2010E Bond be forgiven in the event the City satisfies the requircments set
fhrth in the 2O1OEFG Resolution, and the DNRC delivers a statement of principal
forgiveness to the City. Ifnot so forgiven, the principal nfthcScdcx 2010E Bond wiIl he
payable as provided in the Resolution, together with interest and surcharges thereon
totaling ].75% per annum. Interest and s on the Series 2010E Bond, ifany, are
included in gross income for federal income tax purposes.
(o) Pursuant to the Resolution, the City has established a Reserve Account in the
Sewer System Fund (the Reserve Account") to securc its parity Bonds, including the
Series 2010B Bond, the Series 2010C Bond, the Series 2010D Bond, the Series 2010F
Bond and the Series 2010G Bond. The City eurrently has 5371,584 in the Reserve
Account on account ofthe Series 2010B Bond, the Series 2010C Bond, and the Series
2010D Bond. Assurnirig the full principal arnount ofthe Series 2010B Bond, the Series
2010C Bond, and the Series 2010D Bond is advanced as expected, the City will have
57Yl,l35in the Reserve Account. The maximum cumulative finculyear debt service nu
the Series 2010B Bond, the Series 2010C Bond, the Series 20lUlJ Bond, the Series
2010F Bond and the Series 2010G Bond, assuming the full principal amount thereof is
advanced, will total $l,}2N,735. The arnount rcquired to he on deposit into the Reserve
Account to satisfy the Reserve Requirernent, assurning the full principal amount of the
Series 2010F Bond and the Series Z0l0G Bond is advanced, totals 5337 which will
he funded from procecds ofthe Series 201 0F Bond and the Series 2010G I'3ond. The
amount on deposit therein 011 the date hercofthat that is allocated to the Series 2010F Bond
and the Series 2U10<3 Bond (iz,53,972)ie from the proceeds of the Series 20l0FBond
and the Series 3UlUGBond. Upon each monthly apportionment from Net Rcvenues
remaining after the apportionrnent to the current requirernents of the Revenue Bond
Account, the City shall credit to the Reserve Account such additional Net Revenues as
may he required to maintain the ha!ancc in the Reserve Account in an ainount equal, as of
the date of calculation, to the Reserve Requirement. The City wi 11 allocate amounts 00
deposit in the Reserve Account in proportion to the maximum amount of principal and
interest payahle in the current or any future fiscal year tbr the Series 20lOF Bond and the
Series ZO]0GI3ond provided that sueh arnount shali not he less than the ainount of
proceeds of Bonds of such series (whether sale or transferred proceeds) deposited therein.
The Reserve Account, as established and impleniented pursuant to the Resolution,
eonstitutes a "reasonahly required reserve" within the meaning of Section l4M(d)u[the
Code to the extent the arnount therein allocable to the Series 201 OF Bond and the Series
2010G Bond (the "2010FG Reserve Amount does not exceed 2010F0 Reserve
6
Limitation (as hereinafter defincd). As ofthe date hereof, tho20i0FG Reserve Amount
is$3,A7Z and, assuming the full principal amount of the Series ZO|0F Bond and the
Series 2010G Bond is advanced, is $337,600.
Any portion of the 201 OFG Reser e Amount that is in excess of the 201 OFG
Resei Lirnitation shall not he invested at a yield in excess of the yield n[the Series
2010F Bond and the Series Z0|(0 Bond (3.7497(XY%), except as permitted byparagraph
6(p) hereof. As used herein, the 2010FG Reserve Limitation is equal., as of the date of
calculation, to the least of: (i) ten percent (lUo/0)u1' the principal amount ofthe Series
2O)OF Bond and the Series 201UG Bond that is actually advanced pursuant to the terms
of the Resolution (if all proceeds are advanced, $47],900.O0);(ii) the maximum amount
o[ principal undirdcreo payahle on the Series 2010F Bond and the Series 2010G Bond in
the current or any future fiscal year ufthe City (initially, $338`300); and (iii) 125% of the
average debt service on the Series 2010F Bond and the Series 2010G Bond payable in
any fiscal year ofthe City during the terrn ofthe Series 2010F Bond and the Series
2010G Bond (initially, $422,692).
Assuming the full principal u000un1u[Lhc8eries 2010F Bond and the Series
2Ol0(] Bond im advanced, the 2Ul0F0 Reserve Amount, using the method described in
the first paragraph of paragraph 0(o) above, ix$3]7,00(). All uf the 2Al0F{}Reserve
Amount, assurning the full principal arnount ofthe Series 2010F Bond and the Series
20100 Bond is advanced, is a reasonably required reserve for the Series 2010F Bond and
the Series 2010G Bond to the extent not in excess of the 2010FG Reserve Limitation.
However, because the Series 2010F Bond and Series 2010G Bond are subject to rebate,
amounts earned oo the ZOUOFG Reserve Amount that are subject to rebate shall he
rebated as provided in the Rebate Certificate dated as of the date hereof
(p) An aggrega arnount ofproceeds ofthe Series 2010F Bond and the Series
2UlO0 Bond not to exceed the Minor Portion Amount under Section 148(u)of the Code
($100,000) (the "Minor Portion Amount may be invested without restriction as to yield.
throughout the tcrm ot thc Series 201 OF Bond and the Series 2OiOGBond. To the extcnt
that money, allocated to the Series 2010F Bond and the Series 2010G Bond pursuant to
the Regulations, on deposit in (i) the Construction Account remains therein for a period
Ionger than that prescrihed hy paragraph 6(j). (ii) the Revenue Bond Account in excess oi'
the amount descrihed in paragraph 6(11) hereof, or (iii) theZ0lUP(] Reserve Amount
exceeds the Z0iUFG Reserve Limitation described in paragraph 6(o) hereof exceeds the
'v1inor Portion Anlount, no rnore than the Minor Portion Ainount may be invested at a
yield which exceeds the yield of the Series 2010F Bond and the Series 2010G Bond.
(q) No portion portion ofthe Series 201 OF Bond and the Series 2A1U(] Bond imissued
solely fur the purpose 0± investing sucli portioli at a materially higher yield yield as ]ess than a
jor portion. None of tlie proceeds nf the Series 2Ol8F Bond and the Series ZUl00
Bond will be uscd directi or indirectly to replace funds which were used directly or
indirectly to acquire obligations with a yield that is materially higher than the yield o[thu
Series 2010F Bond and the Series 20100 Bond (3.749700%).
7
(r) The Series 201 OF Bond and the Series 2() 1 OG Bond will not be outstanding
longer than necessary, within the rneaning of Section 1.l40-l(c)(4)of the Regulations.
The weighted average maturity of the Series 2010F Bond and the Series 2010G Bond
(11.550 years) does not exceed 120 percent of the average reasonably expected economic
life u[ the Improvements. Such average reasonably expected cconomic lifc is not less
than 20 years.
(s) As determined iu Section lU.4of the 20l0EF[] Resolution, the Series ZOl0[
Bond and the Series 2010G Bond are subject to rebate requirements of Section 148(f) of
thcCndc.
(t) On the hasis of all the facts, estimates and circurnstances now in existence and
set lbrth in the documents relating to the issuance of the Series 2010F Bond and the
Series 2010G Bond. including without limitation this instrunient. it is expected that the
proceeds of the Series 2010F Bond and the Series 2AlOG Bond will he used in a manner
that would not cause the Series 2010F Bond and the Series 2010G Bond to be an
arbitrage bond within the meaning of Section 148 ofthe Codc and the Regulations.
(u) To the best of our knowledge and belief, there are no other tacts, estimates or
circurnstanees that would rnaterially change the foregoing expectations ancl said
expcctations are reasonable. No rnatters have come to our attention which make
unreasona.ble or incorrect the representations made in this Certificate.
7. The seal impressed on this Certificate and on the SeriomZO)OEFG Bonds is the true
and only official corporate seal of the City.
WITNESS our hands on behalf of the City as of this 10th day ofJune, 2010.
B
�\I
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/u 83
*Yco.
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CITY OF BOZEMAN, MONTANA
And
An
4
1
�1
iir(,h
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF GALLATIN
CITY OF BOZEMAN
SUBORDINATE LIEN SEWER SYSTEM REVENUE BOND
(DNRC WATER POLLUTION CONTROL STATE REVOLVING LOAN PROGRAM)
TAXABLE SERIES 2010E
R-1 $384,000
FOR VALUE RECEIVED, THE CITY OF BOZEMAN, MONTANA (the "Borrower"),
a duly organized municipal corporation and political subdivision of the State of Montana,
acknowledges itself to be specially indebted and hereby promises to pay to the Department of
Natural Resources and Conservation of the State of Montana (the "DNRC"), or its registered
assigns, solely out of available Surplus Net Revenues in the Replacement and Depreciation
Account or the Surplus Account of its Sewer System Fund (the "Fund"), the principal sum equal
to the SUM of the amounts entered on Schedule A attached hereto under "Total Amount
Advanced," with interest on each such amount from the date such amount is advanced hereunder
at the rate of two percent (2.00%) per annum on the unpaid balance until paid, together with an
Administrative Expense Surcharge and Loan Loss Reserve Surcharge on the outstanding
principal amount of this Bond from the date of each advance of principal at the rate of seventy-
five hundredths of one percent (0.75%) and one percent (1.00%) per annum, respectively, all
subject to the effect of the iinmediately following paragraph. Interest and Administrative
Expense Surcharge and Loan Loss Reserve Surcharge shall be payable in semiannual
installments payable on each January 1 and July 1 (each a "Loan Repayment Date") commencing
with the Loan Repayment Date that is the first to occur following delivery by the DNRC to the
Borrower of a statement that the Borrower's obligation to repay the principal amount of the
2010E Loan is not forgiven and ending on the July 1, 2030, all as described in the Resolution (as
hereinafter defined), subject to earlier redemption. Principal shall also he payable on the dates
set forth in Schedule 13 hereto. Each installment shall be in the amount set forth opposite its due
date in Schedule B attached hereto under "Total Loan Payment." The portion of each such
payment consisting of principal, the portion consisting of interest, the portion consisting of
Administrative Expense ,Surcharge, and the portion consisting of Loan Loss Reserve Surcharge
shall be as set forth in Schedule B attached hereto. Upon each disbursement of 2010E Loan
amounts to the Borrower pursuant to the Resolution described below,. the DNRC shall enter (or
cause to be entered) the amount advanced on Schedule A under "Advances" and the total amount
advanced under the Resolution (as hereinafter defined), including such disbursement, under
"Total Amount Advanced." The DNRC shall prepare Schedule B and any revised Schedule B,
or cause Schedule B and any revised Schedule B to he prepared, as provided in Section 5.1 of the
supplemental resolution authorizing the Bond, and the final Schedule B will reflect repayments
under Section 5.1.5 of such resolution. Schedule B shall be calculated and recalculated on a
level debt service basis assuming an interest rate of three and seventy-five hundredths percent
(3.75%) per annum. Past-due payments of principal and interest and Administrative Expense
Surcharge and Loan Loss Reserve Surcharge shall bear interest at the rate of ten percent
(10.00" per annum. until paid. Interest and Administrative Expense Surcharge and Loan Loss
Reserve Surcharge shall he calculated on the basis of a 360 -day year comprising 12 months of 30
days each. All payments under this Bond shall he made to the registered holder of this Bond, at
its address as it appears on the Bond register, in lawful money of the United States of America.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF TI-IIS BOND, IN THE
EVENT THAT THE BORROWER TIMELY DELIVERS A COMPLIANCE CERTIFICATE
AND REQUEST (AS DEFINED IN THE RESOLUTION) IN FORM AND SUBSTANCE
SATISFACTORY TO THE DNRC AND THE DNRC IN RESPONSE THERETO SUPPLIES
TO THE BORROWER A FORGIVENESS STATEMENT, THEN THEREUPON INTEREST
SHALL BE DEEMED TO ACCRUE ON THE PRINCIPAL OF THIS SERIES 2010E BOND
FROM THE DATE OF EACH ADVANCE AT THE RATE OF ZERO PERCENT (0.00 PER
ANNUM AND THE BORROWER'S OBLIGATION TO REPAY PRINCIPAL ADVANCED
HEREUNDER SHALL BE FORGIVEN, AND THE BORROWER SHALL HAVE NO
OBLIGATION TO REPAY THE DNRC OR ITS REGISTERED ASSIGNS ANY AMOUNTS
ADVANCED HEREUNDER OR INTEREST OR ANY SURCHARGE THEREON. THIS
BOND SHALL THEREUPON BE MARKED "CANCELLED AND RETURNED BY THE
HOLDER TO THE BORROWER, AND THIS BOND SHALL NO LONGER CONSTITUTE
AN OBLIGATION OF THE BORROWER OR OF THE SYSTEM (AS HEREINAFTER
DEFINED). IN ADDITION, UNTIL THE DELIVERY OF A DETERMINATION
STATEMENT BY THE DNRC TO THE BORROWER, THE OBLIGATION OF THE
BORROWER TO REPAY THE OUTSTANDING PRINCIPAL AMOUNT HEREOF SHALL
BE DEFERRED UNTIL THE LOAN REPAYMENT DATE FIRST OCCURRING AFTER
DELIVERY OF A NONCOMPLIANCE STATEMENT AND INTEREST SHALL BE
DEEMED TO ACCRUE ON THE PRINCIPAL OF THIS SERIES 2010E BOND FROM THE
DATE OF EACH ADVANCE UNTIL DELIVERY OF SUCH A NONCOMPLIANCE
STATEMENT AT THE RATE OF ZERO PERCENT (0.00 PER ANNUM.
This Bond is one of an issue of Sewer System Revenue Bonds of the Borrower
authorized to he issued in one or more series from time to time, and constitutes a series in the
maximum authorized principal amount of $384,000 (the "Series 2010E Bond The Series
2010E Bond is issued to finance a portion of the costs of the construction of certain
improvements to the municipal sewer system of the Borrower (the System") and to pay a
portion of costs of issuance of the Series 2010EFG Bonds. The Series 2010E Bond is issued
pursuant to and in full conformity with the Constitution and laws of the State of Montana
thereunto enabling, including Montana Code Annotated, Title 7, Chapter 7. Part 44, as amended,
and ordinances and resolutions duly adopted by the governing body of the Borrower. including
Resolution No. 4220 of the Borrower adopted on November 16, 2009, as amended and
supplemented by Resolution Nos. 4234, 4245, and 4254, adopted on January 19, 2010, February
16, 2010, and May 3, 2010, respectively (as so supplemented, the "Resolution'). Terms used
with initial capital letters but not defined herein have the meanings given to them in the
Resolution. The Series 2010E Bond is issuable only as a single, fully registered bond. The
Series 2010E Bond is issued as a Subordinate Obligation payable out of available Surplus Net
Revenues in the Replacement and Depreciation Account or the Surplus Account in the Fund of
the Borrower. Simultaneously herewith, the Borrower is issuing its Sewer System Revenue
Bond (DNRC Water Pollution Control State Revolving Loan Program), Series 2010F (the
"Series 2010F Bond') and its Sewer System Revenue Bond (DNRC Water Pollution Control
State Revolving Loan Program), Series 20106 (the "Series 2010G Bond") which are payable
from the Revenue Bond Account in the Fund of the Borrower on a parity with the .Bon
S359,300 Sewer System Revenue Bond (DNRC" Water Pollution Control State Revolving Loan
Program), Series 2010B, its $1,223,000 Sewer System Revenue Bond (DNRC Water Pollution
Control State Revolving Loan Program), Series 2010C, and its $9,500,000 Sewer System
Revenue Bond (DNRC" Water Pollution Control State Revolving Loan Program), Series 2010D
(all such Bonds, collectively,. the "Outstanding Bonds Following the 2010F First Advance,
principal amounts of this Series 2010E Bond are advanced until all of the principal of this Series
2010E Bond is advanced prior to advances under the Series 2010F Bond or the Series 2010G
Bond.
Reference is made to the Resolution for a more complete statement of the terms and
conditions upon which the Series 2010E Bond has been issued, the conditions upon which the
Resolution may be amended, the rights, duties and obligations of the Borrower, and the rights of
the owners of the Series 2010E Bond.
The Borrower may prepay the principal of the Series 2010E Bond only if (i) a
Determination Statement has been delivered, (ii) it obtains the prior written consent of the
DNRC thereto, and (iii) no Loan Repayment or Administrative Expense Surcharge or Loan Loss
Reserve Surcharge is then delinquent. Any prepayment permitted by the DNRC must be
accompanied by payment of accrued interest, and Administrative Expense Surcharge and Loan
Loss Reserve Surcharge to the date of prepayment on the amount of principal prepaid. If the
Series 2010E Bond is prepaid in part, such prepayments shall be applied to principal payments in
inverse order of maturity.
This Series 2010E Bond, including interest and any premium for the redemption thereof,
are payable solely from the Surplus Net Revenues available for the payment hereof and do not
constitute a debt of the Borrower within the meaning of any constitutional or statutory limitation
or provision.
The Borrower may deem and treat the person in whose name this Series 2010E Bond is
registered as the absolute owner hereof, whether this Series 2010E Bond is overdue or not, for
the purpose of receiving payment and for all other purposes, and the Borrower shall not be
affected by any notice to the contrary. The Series 201.0E Bond may be transferred as hereinafter
provided.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that the
Borrower will forthwith construct and complete the improvements to the System hercinabove
described; that it will prescribe and collect reasonable rates and charges for all services and
facilities afforded by the System, including all additions thereto and replacements and
improvements thereof, and has created a special Sewer System Fund into which the gross
revenues of the System will be paid, and a separate and special Replacement and Depreciation
Account and Surplus Account in that Fund, into which will be paid, subject to the prior lien
thereon of the Operating Account, the Revenue Bond Account and the Reserve Account, Surplus
Net Revenues; that the rates and charges for the System will from time to time be made and kept
sufficient, to provide gross income and revenues adequate to pay promptly the reasonable and
current expenses of operating and maintaining the System, to produce in each fiscal year Net
Revenues in excess of such current expenses, equal to at least 125% of the maximum amount of
principal and interest payable from the Revenue Bond Account in any° subsequent fiscal year and
to produce in each fiscal year adequate Surplus Net Revenues to pay the principal of and interest
on the Series 201 OA Bond and the Series 2010E Bond as and when due: that additional bonds
issued on a parity with the Outstanding Bonds (such bonds, the "Bonds') and refunding Bonds
may be issued and made payable from the Revenue Bond Account on a parity with the
Outstanding Bonds and other parity Bonds, upon certain conditions set forth in the Resolution,
but no obligation will be otherwise incurred and made payable from the Net Revenues of the
System, unless the lien thereof shall be expressly made subordinate to the lien of the Outstanding
Bonds and any additional parity Bonds on such Net Revenues (such as is the case with this
Series 2010E Bond); that all provisions for the security of the holder of this Series 2010E Bond
set forth in the Resolution will be punctually and faithfully performed as therein stipulated; that
all acts, conditions and things required by the Constitution and laws of the State of Montana and
the ordinances and resolutions of the Borrower to be done, to exist, to happen and to be
performed in order to make this Series 2010E Bond a valid and binding special obligation of the
Borrower 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; and that this Series 2010E
Bond and the interest hereon are payable solely out of available Surplus Net Revenues in the
Replacement and Depreciation Account or the Surplus Account of the Fund and do not constitute
a debt of the Borrower within the meaning of any constitutional or statutory limitation or
provision and the issuance of the Series 2010E Bond does not cause either the general or the
special indebtedness of the Borrower to exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City of Bozeman, Montana, by its governing
body, has caused this Bond to be executed by the signatures of the Mayor, the Director of
Finance, and the Clerk of the Commission, and has caused the official seal of the Borrower to be
affixed hereto, and has caused this Bond to he dated as of the 10th day ofjune, 2010.
Date of
Registration
June 10, 2010
REGISTRATION AND TRANSFER
This Bond shall be fully registered as to both principal and interest. No transfer of this
Bond shall he valid. unless and until (1) the registered holder of the Bond, or his duly authorized
attorney or legal representative, executes the form of assignment appearing on this Bond, and (2)
the Director of Finance as bond registrar (the "Registrar has duly noted the transfer on the
Bond and recorded the transfer on the Registrar's registration books. The Borrower shall be
entitled to deem and treat the person in whose name this Bond is registered as absolute owner
thereof for all purposes, notwithstanding any notice to the contrary. Payments on account of the
Bond shall be made only to the order of the registered holder thereof, and all such payments shall
be valid and effectual to satisfy and discharge the Borrower's liability upon the Bond to the
extent of the sum or sums so paid.
REGISTER
The ownership of the unpaid Principal Balance of this Bond and the interest accruing
thereon is registered on the books of the City of Bozeman, Montana in the name of the registered
holder appearing on the first page hereof or as last noted below:
Name and Address Signature of
of Registered Holder
Department of Natural
Resources and Conservation
1625 Eleventh Avenue
Helena, MT 59620
Director of Finance
THE FOLLOWING ENTRIES ARE TO BE MADE ONLY BY THE BOND
REGISTRAR UPON REGISTRATION OF EACH TRANSFER
The Director of Finance of the City, acting as Bond Registrar, has transferred, 011 the
hooks of the City, on the date last noted below, ownership of the principal amount of and the
accrued interest on this Bond to the new registered holder noted next to such date, except for
a mounts of principal and interest theretofore paid.
Date of Transfer
Name of New
Registered Holder
Signature of
Bond Registrar
FORM OF ASSIGNMENT
For value received, this Bond is hereby transferred and assigned by the undersigned
holder, without recourse, to
on this day of
By:
(Authorized Signature)
For:
(Holder)
SCHEDULE A
SCHEDULE OF AMOUNTS ADVANCED
Total Amount
Date Advances Advanced
06'10/2010 546,600
S46,600
Notation Made By
SCHEDULE B
Administrati e
Date Principal Interest Expense Surcharge
I (ian I oss
Reserve Iota] Loan
Surchar2e I) 4yrne nt
STATE OF MONTANA
COUNTY OF GALLATIN
The undersi ed, b the duly qualified and acting City Clerk of the City ofBozeman,
in the County and State aforesaid, and as such having custody of and access to the books and
records ot the City relating to the matters hereinafter stated, hereby certifies that, as appears by
such books and records and as known to me, the following statements are true and correct.
Said City has been a duly organized city for more than 1 24 yeurs and is now
governed by the general laws of ofthc State relating to cities ofthe first class, operating under the
Commission-Manager form u[government. Its population, according to the 2000 Unitcd States
CERTIFICATE /\5T(}ORGANIZATION
ss OF CITY OF BOLEMAN, MONTANA
The territory included within its boundaries lies wholly in the County ofGallatin,
and comprises approximately 10\375 acres. Said City is divided into 0 wards. The City is
governed by a Mayor City Manager and tbur ('ornrnissioners. The ftillowing named persons
hold the offices set opposite their names and for he tenns stated below:
Name Office Term Began Term Ends
Jeff Krauss Mayor 01-01-2006. 12-31-2011
Chris Kukulski City Manager 08-18-2004
Anna Rosenberry Finance Director 02-17-2005
StuoyOlroen City Clerk
Laurac Clark Treasurer 05-01-1996
Greg Sullivan City Attorney 04-01-2009
Carson Taylor Commissioner 81-01-20I0 12-31-2013
Sean Becker Comoaiamiuner, Deputy Mayor 01-01-2000 I2'31-2011
Chris Mehl Commissioner (}1-01-2010 12-31-2013
Cyndy Andrus Commissioner 01-25-2010 12-31-2011
3. Under the by-laws and ordinances of said City, regular meetings of the City
Commission are held on the first four Mondays of each month at 6:00 p.m., with the second
meeting of the month constituting a work session, and notice of special meetings is required to
he given in writing to all members in advance.
4. The following are all of the newspapers published in the City and the days of their
publication:
5. There is no litigation threatened or pending questioning the organization or
boundaries of said City or the right of any of the above-named persons to their respective offices
or questioning the right and power of the City and its officers to issue bonds for any purpose or
to levy, collect and apply taxes or other revenues for the payment of any bonds of the City.
)1' Sr
i-S BO
1 46.1 .S
11 fl
6. The seal affixed below is the official corporate seal of said City.
WITNESS my hand and the seal of said City this 10th day ofJune, 2010.
C.
7, 1883
co
Name Days of Publication
Bozeman Daily Chronick Sunday through Saturday