HomeMy WebLinkAboutResolution 3494 Sale of $2,315,000, General Obligation bonds, Library
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RESOLUTION NO. 3494
RESOLUTION RELATING TO $2,315,000 GENERAL OBLIGATION
BONDS, SERIES 2001A; AUTHORIZING THE ISSUANCE AND CALLING
FOR THE PUBLIC SALE THEREOF
BE IT RESOLVED by the City Commission (the "Commission") of the City of
Bozeman, Montana (the "City"), as follows:
Section 1. Recitals. The electors of the City at an election duly called, noticed and held
on June 28,2001, at which 6,403 of the 15,666 registered electors voted (41% of
the registered
electors voted), by a vote of4,205 in favor, and 2,198 opposed (66% of the votes
cast were in
favor), authorized this Commission to issue and sell general obligation bonds of
the City in the
principal amount of $4,000,000 for the purpose of acquiring land for and designing,
constructing
and equipping either a new public library or designing, constructing and equipping
an expansion
of the existing library (the "Project") and paying costs associated with the sale
and issuance of
the bonds. The City has determined that it is necessary and desirable and in the
best interests of
the City to issue the Bonds at this time in the aggregate principal amount of $2,315,000
(the
"Bonds"). The City anticipates issuing the remaining $1,685,000 of authorized bonds
for the
Project at a later date.
The indebtedness to be evidenced by the Bonds and all other indebtedness of the City
does not exceed the limitation as set forth in Title 7, Chapter 7, Part 4201, M.C.A.
The City has
ful1 power and authority to issue the Bonds.
Section 2. Term of the Bonds. Pursuant to the authority described in Section 1, this
Commission hereby authorizes the issuance and sale of the Bonds of the City in
the aggregate
principal amount of$2,315,000 for the purpose of financing the costs of the Projects.
The Bonds
shall be dated, as original1y issued, as of December 1,2001, and shall bear interest
payable
semiannually on January 1 and July 1 of each year, commencing July 1, 2002, at
a rate or rates
designated by the successful bidder at public sale and approved by this Commission.
Each rate
must be expressed in an integral multiple of 1/8 or 5/100 of 1 %. The Bonds shall
be offered and
sold in accordance with the terms and conditions of sale which are set forth on
Exhibit A hereto
(the "Official Terms and Conditions"), which is incorporated by reference and made
a part
hereof.
The Bonds shall mature, subject to redemption as hereinafter provided, on July 1 in each
of the following years and amounts:
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Year Amount
Year Amount
2003 $ 85,000
2013 $120,000
2004 90,000
2014 125,000
2005 90,000
2015 135,000
2006 95,000
2016 140,000
2007 95,000
2017 145,000
2008 100,000
2018 150,000
2009 105,000
2019 160,000
2010 110,000
2020 170,000
2011 11 0,000
2021 175,000
2012 115,000
Bonds shaH be in the denomination of $5,000 each or any integral multiple thereof of
single maturities. The Bonds shaH be issuable only as fuHy registered bonds and
shaH be
executed by the manual or facsimile signatures of the Mayor, City Manager and Clerk
ofthe
Commission. At the option of the underwriter, the Bonds shaH be issued only in
"book entry"
form.
Section 3. Public Sale. The Bonds shall be sold at a sale on the basis of sealed bids
which is hereby caHed and shaH be held at a regular meeting of this Commission
on December
10,2001, at 6:00 P.M., M.T. The City wiH receive sealed bids for the Bonds in accordance
with
the Official Terms and Conditions. The Clerk of the Commission is hereby authorized
and
directed to cause notice of the sale to be published, as required by Montana Code
Annotated,
Sections 7-7-4252 and 17-5-106, in the Bozeman Daily Chronicle, Bozeman, Montana,
once
each week for two successive weeks preceding the week which contains the date of
sale. The
notice of sale shall be published in substantiaHy the form set forth as Exhibit
B to this resolution,
which is hereby incorporated herein and made a part hereof.
Section 4. Official Statement. The Clerk of the Commission and other officers of the
City, in cooperation with Springsted Incorporated, of St. Paul, Minnesota, financial
consultants
to the City, are hereby authorized and directed to prepare on behalf of the City
an official
statement to be distributed to potential purchasers of the Bonds. Such official
statement shaH
contain the Official Terms and Conditions and such other information as shall be
advisable and
necessary to describe accurately the City and the security for, and terms and conditions
of, the
Bonds.
Section 5. Continuing Disclosure. In order to permit bidders for the Bonds and other
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 (the "Rule"), the City will covenant and agree, for the benefit
of the
registered holders and beneficial owners from time to time of the outstanding Bonds,
in the
resolution prescribing the terms of the Bonds to provide annual reports of specified
information
and notice of the occurrence of certain events, if material. The City is the only
"obligated
person" in respect of the Bonds within the meaning of the Rule for the purposes
of disclosing
information on an ongoing basis. A description of the undertaking is set forth
in the Official
Statement. Failure of the City to enter into an undertaking substantially similar
to that described
in the Official Statement would relieve the successful bidder of its obligation
to purchase the
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Bonds. The City has complied in all material respects with any undertaking previously
entered
into by it under the Rule.
Section 6. Proceedings to the Attorney General. The Clerk of the Commission is
hereby
authorized and directed to furnish a certified copy of all proceedings taken by
the City with
respect to the issuance of the Bonds to the Attorney General for examination and
request a report
as to the validity of the Bonds, as required by Montana Code Annotated, Section
7-7-101.
PASSED by the City Commission of the City of Bozeman, Montana, this 19th day of
November, 2001.
~(j
. MaYOr~
Attest:
~J dfI~
Clerk of the Commission
(SEAL)
AS TO FORM:
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EXI-llBIT A
TERMS AND CONDITIONS OF SALE
$2,315,000
General Obligation Bonds, Series 2001A
City of Bozeman, Montana
NOTICE IS HEREBY GIVEN by the City Commission (the "Commission") of the City
of Bozeman, Montana (the "City"), that the City will receive sealed bids for the
purchase of
general obligation bonds in the office of the Clerk of the Commission in City Hall,
at 411 E.
Main Street, Bozeman, Montana, in the total principal amount of$2,315,000 (the
"Bonds"), until
11:00 a.m., M.T., on December 10, 2001. The bids will be opened and tabulated by
the Clerk of
the Commission and presented to the City Commission at its regular meeting at 6:00
P.M., M.T.,
on the same day, in the Commission meeting room, at which time the Commission will
consider
the bids received, and if a responsive and acceptable bid is received, award sale
of the Bonds to
the responsive bidder whose bid reflects the lowest true interest cost (TIC).
THE BONDS
The Bonds will bear an original issue date of December 1, 2001, and will bear interest
payable semiannually on January 1 and July 1 of each year, commencing July 1, 2002,
to the
registered owners of the Bonds as such appear in the bond register as of the close
of business on
the 15th day (whether or not a business day) of the immediately preceding month,
at a rate or
rates designated by the successful bidder at public sale and approved by the Commission.
Each
rate must be expressed in an integral multiple of 1/8 or 5/1 00 of 1 %. No supplemental
or "B"
coupons or additional interest certificates are permitted. All Bonds of the same
stated maturity
must bear interest from date of original issue until paid at a single, uniform
rate. Interest will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Bonds shall mature, subject to redemption as hereinafter provided, on July
1 in each
of the following years and amounts:
Year
Amount Year
Amount
2003
$ 85,000 2013
$120,000
2004
90,000 2014
125,000
2005
90,000 2015
135,000
2006
95,000 2016
140,000
2007
95,000 2017
145,000
2008
100,000 2018
150,000
2009
105,000 2019
160,000
2010
110,000 2020
170,000
2011
110,000 2021
175,000
2012
115,000
Bonds shall be in the denomination of $5,000 each or any integral multiple thereof
of
single maturities. The Bonds will be issued as fully registered bonds only and
shall be executed
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by the manual or facsimile signatures of the Mayor, City Manager and the Clerk
of the
Commission.
The Bonds with stated maturities on or after July 1,2013 will be subject to redemption
on
July 1,2012, and any day thereafter, at the option of the City, in whole or in
part, and ifin part
from such stated maturities and in such principal amounts as the City may designate
in writing to
the Registrar (or, ifno designation is made, in inverse order of maturities and
within a stated
maturity in $5,000 principal amounts selected by the Registrar by lot or other
manner it deems
fair), at a redemption price equal to the principal amount thereof to be redeemed
plus interest
accrued to the redemption date.
BOOK ENTRY
The Bonds will be issued by means of a book entry system with no physical distribution
of Bonds made to the public. The Bonds will be issued in fully registered form
and one Bond,
representing the aggregate principal amount of the Bonds maturing in each year,
will be
registered in the name of Cede & Co. as nominee of The Depository Trust Company
("DTC"),
New York, New York, which will act as securities depository of the Bonds. Individual
purchases of the Bonds may be made in the principal amount of $5,000 or any multiple
thereof
of a single maturity, through book entries made on the books and records of DTC
and its
participants. Principal and interest are payable by the registrar to DTC or its
nominee as
registered owner of the Bonds. Transfer of principal and interest payments to participants
of
DTC will be the responsibility ofDTC; transfer of principal and interest payments
to beneficial
owners by participants will be the responsibility of such participants and other
nominees of
beneficial owners. The purchaser, as a condition of delivery of the Bonds, will
be required to
deposit the Bonds with DTC.
PURPOSE AND SECURITY
The Bonds will be issued for the purpose of acquiring land for and designing,
constructing and equipping either a new public library or designing, constructing
and equipping
an expansion of the existing library and paying costs associated with the sale
and issuance of the
Bonds, in accordance with the provisions of Montana Code Annotated, Title 7, Chapter
7, Part
42, as amended. The Bonds will be general obligations of the City to the payment
of which the
full faith, credit and taxing power ofthe City will be pledged. Bidders should
consult a copy of
the Official Statement for a discussion of the security for the Bonds and the form
of opinion of
bond counsel relating to the Bonds.
CONTINUING DISCLOSURE
In order to permit bidders for the Bonds and other 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
(the
"Rule"), the City will covenant and agree, for the benefit of the registered holders
and beneficial
owners from time to time of the outstanding Bonds, in the resolution prescribing
the terms of the
Bonds to provide annual reports of specified information and notice of the occurrence
of certain
events, ifmaterial. The City is the only "obligated person" in respect of the Bonds
within the
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meaning of the Rule for the purposes of disclosing information on an ongoing basis.
A
description of the undertaking is set forth in the Official Statement. Failure
of the City to enter
into an undertaking substantially similar to that described in the Official Statement
would relieve
the successful bidder of its obligation to purchase the Bonds. The City has complied
in all
material respects with any undertaking previously entered into by it under the
Rule.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The Bonds will be designated by the City as "qualified tax-exempt obligations"
within
the meaning of Section 265(b )(3) of the Internal Revenue Code of 1986, as amended
(the
"Code"), and financial institutions described in Section 265(b)(5) of the Code
may treat the
Bonds for purposes of Sections 265(b)(2) and 291(e)(1)(B) of the Code as if they
were acquired
on August 7, 1986.
BIDDING AND SALE PROCEDURES
Submission of Bids. Bids must be on the Official Bid form, a copy of which may
be
obtained from the Financial Advisor and enclosed in a sealed envelope marked as
follows: "Bid
for $2,315,000 General Obligation Bonds, Series 2001A, City of Bozeman, Montana"
and
delivered to the Clerk of the Commission. Each envelope when delivered must indicate
on the
outside the name and address of the bidder, or in the case of a group of bidders,
of the
representative.
Basis of Award. The Bonds will be sold for not less than $2,284,905 with accrued
interest to the date of delivery, and all bidders must state the lowest rate or
rates of interest at
which they will purchase the Bonds at par. Bids will be compared on the basis of
true interest
cost (TIC). The TIC is the effective cost of the Bonds based on bond proceeds received
at
closing calculated from the dated date of the Bonds. In the event that two or more
bids state the
lowest true interest cost, the sale of the Bonds will be awarded by lot. The Commission
will
accept sealed or faxed bids only. The Commission reserves the right to reject any
and all bids
and to sell the Bonds at private sale and to waive any informality and irregularity
in any and all
bids. Bidders must bid for all or none of the Bonds. Each bid must be unconditional
(or
conditioned on only those items specified in these Official Terms and Conditions
of Sale). No
bid may be altered or withdrawn after the time specified above for opening bids
without the
express consent of the Commission.
Good Faith Deposit. A good faith deposit (the "Deposit") in the form of money,
cashier's check, certified check, bank money order, or bank draft drawn and issued
by a federally
chartered or state chartered bank insured by the Federal Deposit Insurance Corporation
or a
financial surety bond in the sum of $46,300 payable to the order of the City of
Bozeman,
Montana is required for each bid to be considered. Ifmoney, cashier's check, certified
check,
bank money order, or bank draft is used, it must accompany each bid and be delivered
to the
Clerk of the Commission. If a financial surety bond is used, it must be from an
insurance
company licensed and qualified to issue such a bond in the State of Montana and
such bond must
be submitted to the Clerk of the Commission, or its financial advisor prior to
the opening of the
bids. The financial surety bond must identify each bidder whose Deposit is guaranteed
by such
financial surety bond. If the Bonds are awarded to a bidder utilizing a financial
surety bond, then
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that purchaser is required to submit its Deposit to the City in the form of a cashier's
check (or
wire transfer such amount as instructed by the City or its financial advisor) not
later than 1 :00
P.M., M.T., on the next business day following the award. If such Deposit is not
received by that
time, the financial surety bond may be drawn by the City to satisfy the Deposit
requirement. No
interest on the Deposit will accrue to the purchaser. The Deposit will be applied
to the purchase
price of the Bonds. In the event the purchaser fails to honor its accepted bid,
the Deposit wiJI be
retained by the City. The Deposit of the unsuccessful bidders will be returned
immediately on
award of sale of the Bonds or after rejection of all bids.
Instructions for wiring a Deposit may be obtained ITom the City's Financial Advisor,
Springsted Incorporated, 85 East 11th Place, Suite 101, St. Paul, Minnesota 55101,
(651) 223-
3000.
BOND REGISTRAR, TRANSFER AGENT
AND PAYING AGENT
The Administrative Services Director of the City will act as bond registrar, transfer agent
and paying agent (the "Registrar"). The bond register will be kept, transfers of
ownership will be
effected and principal of and interest on the Bonds will be paid by the Registrar.
The City will
pay the charges of the Registrar for such services. The City reserves the right
to appoint a
suitable bank or trust company as a successor Registrar.
LEGAL OPINION
An opinion as to the validity of the Bonds and the exclusion from gross income for
federal and Montana income tax purposes of the interest thereon will be furnished
by Dorsey &
Whitney LLP, of Missoula, Montana, and Minneapolis, Minnesota, as Bond Counsel.
The legal
opinion will be delivered at the time of closing. The legal opinion will state
that the Bonds are
valid and binding general obligations of the City enforceable in accordance with
their terms,
except to the extent to which enforceability thereof may be limited by principles
of equity,
whether considered at law or in equity, or by state or federal laws relating to
bankruptcy,
reorganization, moratorium or creditors' rights.
DELIVERY
Within 40 days after the sale, the City will deliver to the Registrar the printed Bonds
ready for completion and authentication. The original purchaser of the Bonds must
notify the
Registrar, at least five business days before issuance ofthe Bonds, of the persons
in whose
names the Bonds will be initially registered and the denominations of the Bonds
to be originally
issued. Ifnotification is not received by that date, the Bonds will be registered
in the name of the
original purchaser and will be issued in denominations corresponding to the principal
maturities
of the Bonds. On the day of closing, the City will furnish to the purchaser the
opinion of Bond
Counsel described above, an arbitrage certification and a certificate stating that
no litigation in
any manner questioning the validity of the Bonds is then pending or, to the best
knowledge of
officers of the City, threatened. Payment for the Bonds must be received by the
City in
immediately available funds at its designated depositary on the day of closing.
The successful
bidder shall submit to the Clerk of the Commission not earlier than 48 hours after
the award of
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sale and not later than the date of closing a certificate, in form satisfactory to Bond Counsel, as to
the initial reoffering prices of each stated maturity of the Bonds and stating that at least ten
percent of the principal amount of the Bonds of each stated maturity has been sold at such prices.
OFFICIAL STATEMENT
The City will prepare an Official Statement relating to the Bonds which the City will
deem to be final as of its date. The City will deliver, at closing, a certificate executed by the
Mayor, City Manager and Clerk of the Commission to the effect that, to the best oftheir
knowledge, as of the date of closing, the information contained in the Official Statement,
including any supplement thereto, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in light of the
circumstances in which they are made, not misleading; provided that no comment will be made
with respect to any information provided by the successful bidder for inclusion in any
supplement to the Official Statement.
By submitting a bid for the Bonds, the successful bidder agrees: (1) to disseminate to all
members of the undetwriting syndicate copies of the Official Statement, including any
supplements prepared by the City, (2) to file promptly a copy of the Official Statement, including
any supplement prepared by the City, with a nationally recognized municipal securities
repository, and (3) to take any and all other actions necessary to comply with applicable rules of
the Securities and Exchange Commission and the Municipal Securities Rulemaking Board
governing the offering, sale and delivery of the Bonds to ultimate purchasers.
Within seven business days after the sale the City will furnish to the successful bidder
without charge 95 copies of the final Official Statement relating to the Bonds. The successful
bidder must notify the Clerk of the Commission in writing within two business days after the
award of sale ofthe Bonds if it requires additional copies of the Official Statement. The cost of
additional copies shall be paid by the successful bidder.
COSTS; CUSIP NUMBERS
The City will pay for the cost of bond counsel opinion, printing of the bonds and the fees
and charges of the Registrar. The City will apply for CUSIP numbers but will assume no cost or
obligation for the printing of CUSIP numbers on the Bonds or for the correctness of any numbers
printed thereon.
BY ORDER OF THE CITY COMMISSION
Robin Sullivan, Clerk of the Commission
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EXHffiIT B
NOTICE OF BOND SALE
$2,315,000
General Obligation Bonds, Series 2001A
City of Bozeman, Montana
NOTICE IS HEREBY GIVEN that the City Commission (the "Commission") of the City
of Bozeman, Montana (the "City"), will receive sealed bids for the purchase of$2,315,000
General Obligation Bonds, Series 2001 A (the "Bonds") at the office of the Clerk
of the
Commission, City of Bozeman, 411 E. Main Street, Bozeman, Montana, until 11 :00
a.m., M.T.,
on December 10, 2001. The bids will be opened and tabulated by the Clerk of the
Commission
and presented to the Commission at its regular meeting at 6:00 P.M., M.T., on the
same day in
the City Commission meeting room. Bids will be compared on the basis oftrue interest
cost
(TIC) (calculated from the dated date).
Ifserial bonds are issued and sold, they wil1 be issuable in the denominations
of$5,000
or any integral multiple thereof of single maturities, and will mature on July
1, subject to
redemption as hereinafter described, in the following years and amounts:
Year
Amount Year
Amount
2003
$ 85,000 2013
$120,000
2004
90,000 2014
125,000
2005
90,000 2015
135,000
2006
95,000 2016
140,000
2007
95,000 2017
145,000
2008
100,000 2018
150,000
2009
105,000 2019
160,000
2010
110,000 2020
170,000
2011
110,000 2021
175,000
2012
115,000
The Bonds shall be issuable as fully registered bonds only, shall bear an original
issue
date of December 1, 2001, and shall bear interest payable semiannually on January
I and July 1
of each year, commencing July 1, 2002, to the registered owners of the Bonds as
such appear in
the bond register as of the close of business on the 15th day (whether or not a
business day) of
the immediately preceding month. Each rate must be expressed in an integral multiple
of 1/8 or
5/100 of 1 %. No supplemental or "B" coupons or additional interest certificates
are permitted.
The Bonds with stated maturities on or after July 1,2013 will be subject to redemption
on July 1,
2012, and any day thereafter, at the option of the City, in whole or in part, and
ifin part from
such stated maturities and in such principal amounts as the City may designate
in writing to the
Registrar (or, ifno designation is made, in inverse order of maturities and within
a stated
maturity in $5,000 principal amounts selected by the Registrar by lot or other
manner it deems
fair), at a redemption price equal to the principal amount thereof to be redeemed
plus interest
accrued to the redemption date.
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The Bonds will be issued in "book entry" only form.
The City will designate the Bonds as "qualified tax-exempt obligations" within
the
meaning of Section 265(b )(3) of the Internal Revenue Code of 1986, as amended.
The Bonds will be sold for not less than $2,284,905 with accrued interest on the
principal
amount of the Bonds to the date of their delivery. The Commission reserves the right to
reject
any and all bids and to sell the Bonds at private sale.
A good faith deposit in the form of money, cashier's check, certified check, bank
money
order, or bank draft drawn and issued by a federally chartered or state chartered bank
insured by
the Federal Deposit Insurance Corporation or a financial surety bond in the sum of $46,300
payable to the order of the City of Bozeman, Montana, is required for each bid to be considered,
as further specified in the Official Terms and Conditions of Sale.
Copies of a statement of the Official Terms and Conditions of Sale and additional
information may be obtained from Springsted Incorporated, 85 East 11 th Place, Suite 10
I, St.
Paul, Minnesota 55101, (651) 223-3000. Prospective bidders should consult the Official
Terms
and Conditions of Sale and the Preliminary Official Statement for a description of the
Bonds, the
security therefor, and the form of legal opinion proposed to be rendered by Dorsey & Whitney
LLP, of Missoula, Montana, as bond counsel.
Dated:
, 2001.
BY ORDER OF THE CITY
COMMISSION
Robin Sullivan
Clerk of the Commission
City of Bozeman,
Montana
Publish:
November 25,2001
December 2, 2001
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CERTIFICATE AS TO RESOLUTION AND VOTE
I, the undersigned, being the duly qualified and acting recording officer of City
of
Bozeman, Montana (the "City"), hereby certify that the attached resolution is a
true copy of a
Resolution entitled: "RESOLUTION RELATING TO $2,315,000 GENERAL OBLIGATION
BONDS, SERIES 2001A~ AUTHORIZING THE ISSUANCE AND CALLING FOR THE
PUBLIC SALE THEREOF" (the "Resolution"), on file in the original records of the
City in my
legal custody~ that the Resolution was duly adopted by the City Commission of the
City at a
regular meeting on November 19, 2001, 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: Marcia Youngman. Jarvis Brown.
Joe Frost.
Steve Kirchhoff and Sandra Smiley
~ voted against the same: none
; abstained from voting
thereon: none ~ or were absent: none .
WITNESS my hand and seal officially this
20th day of November, 2001.
(SEAL)
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