Loading...
HomeMy WebLinkAboutResolution 2343 Approval of bond purchase proposal for Farm Bureau, IRD: 8-05-81 ~._.~ .--- -. .---.------ -- - .--..---.-...... -.- . ~- - _.~ . .--...- - . 467 COMMISSION RESOLUTION NO. 2343 A RESOLUTION PROVIDING FOR THE ACCEPTANCE AND APPROVAL OF A BOND PURCHASE PROPOSAL FOR THE PURCHASE OF INDUSTRIAL DEVELOPMENT FIRST MORTGAGE REVENUE BONDS FOR THE r.10NTANA FAR~1 BUREAU FEDERATION - MOUNTAIN ~JEST FARt-1 BUREAU r1UTUAL INSURANCE COMPANY, INC. JOINT VENTURE PARTNERSHIP PROJECT; I AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF THE CITY'S INDUSTRIAL DEVELOPMENT REVENUE BONDS IN THE PRINCIPAL AMOUNT NOT TO EXCEED $1,600,000.00 AS DESCRIBED HEREIN; AUTHORIZING THE LOAN OF THE PROCEEDS OF THE BONDS TO SAID JOINT VENTURE PARTNERSHIP Tn FINANCE THE COSTS OF THE PROJECT, AS DE- SCRIBED IN THE PROJECT LOAN AGREEMENT PERTAINING TO THE PROJECT; AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF SAID PROJECT LOAN AGREH1ENT AND THE INDENTURE OF TRUST PERTAINING TO THE PROJECT; AUTHORIZING THE PLEDGE UNDER SAID PROJECT LOAN AGREEMENT OF THE PAYMENTS AND OTHER REVENUES AND AMOUNTS DERIVED THEREFROM TO THE TRUSTEE FOR THE BENEFIT OF HOLDERS OF THE IN- DUSTRIAL DEVELOPMENT REVENUE BONDS - MONTANA FARM BUREAU FEDERATION - MOUNiFAlNiWEST FARr.1 BUREAU ~1UTUAL INSURANCE COMPANY, INC. JOINT VENTURE PARTNERSHIP PROJECT, OF SAID CITY DESCRIBED HEREIN; APPOINTING THE TRUSTEE AND REQUESTING SAID TRUSTEE TO AUTHEN- TICATE SAID BONDS; AUTHORIZING INVESTMENTS BY THE TRUSTEE; AUTHORIZING THE ASSIGNMENT OF THE CITY'S INTEREST IN THE PRO- JECT LOAN AGREEMENT TO THE TRUSTEE; AUTHORIZING AND APPROVING THE FORM OF THE LOAN AGREEMENT. THE FOro1 OF THE INDENTURE OF TRUST, THE FORr~ OF THE OFFICIAL STATEt1ENT WITH RESPECT TO THE BONDS AND THE OTHER OPERATIVE Docur1ENTS, INSTRur1ENTS AND CERTIFICATES PERTAINING TO THE PROJECT AND TO BE DELIVERED IN CONNECTION WITH SAID BONDS; AUTHORIZING ALL OTHER NECESSARY ACTION PER- TAINING TO THE BONDS AND SAID DOCUMENTS AND INSTRUMENTS AND CERTIFICATES; AND REPEALING ANY PROCEEDINGS OF THE Cm.1r1ISSIONER INCONSISTENT HEREWITH. (1 ) WHEREAS, the City of Bozeman, in the County of Gallatin and the State of f7Iontana (herein the "City" or, the "Issuer") has, by an Inducement Resolution duly adopted I and approved by the City Commission on the 29th day of July, 1981, declared its intention to issue Industrial Development Revenue Bonds to finance the acquisition, construction, equipping and expansion of an office building and related flacilities (herein the "Project") in order to induce Montana Farm Bureau Federation, a Montana non-profit corporation ("Federation") and Mounta.inWest Farm Bureau t1utuaLlnsurance Company, Inc., a t4yoming corpora t i on qual ifi ed to do bus i ness under the 1 aws of the State of ~1ontana (" Company" ) , as a Joint Venture Partnership ("Partnership"), to construct said facility to be financed from the proceeds of the Bonds authorized to be issued by this Resolution, thereby promoting the creation, establishment and continuation of a commercial and business enterprise within the boundaries of the City of Bozeman, Montana; and (2) WHEREAS, the Issuer, by the adoption of said Inducement Resolution, has found that the Project complies with the public purposes and provisions set forth in the Montana Industrial Development Projects Act, Section 90-5-101 to 90-5-113, Montana Code Annotated 1979 (herein the "Act") by creating and promoting additional employment opportunities, by expanding the City's tax base and increasing the ad valorem revenues within and for the City, by maintaining and promoting a stable, balanced and diversified I economy among business, commerce and trade within the City, and by promoting the use of business and commercial products within the City and State, thereby contributing to the prosperity, economic stability and general welfare of the City and the inhabitants thereof; and (3) WHEREAS, the Partnership, as the Borrower of the proceeds of the Bonds to be used to finance the Project under the documents authorized to be executed herein has Commission Resolution no. 2343 . - ~.- __ ..._._..__ n&.. ~_ - -~. ..-.-- - -. --. - .-.-. -... - .....__ ._.._ ._n _. ~_ . _. no ..__. .- ..~.. -~ -. ....- '"_" r""_ '_,..~' .,_ '~ ...""'n,,~_,_ - '---'-- . - -. -.., ..,,-,. . .------- i, -'468 - determined to commence the construction of an office facility and complex within the City; and (4) WHEREAS, the Partnership has provided the Issuer with plans, documents and other information evidencing and verifying its commencement of the design and con- struction of the Project and its intention to proceed with the construction, equipping I and completion of the Project and Project facilities; and (5) WHEREAS, the Issuer, by the Inducement Resolution, and by this Resolution has determined to finance the acquisition, construction, equipping and related costs of the Project by the initial issuance of bonds fully registered, in a principal amount not to exceed$J~6QO,OOO.OO, designated "City of Bozeman, Industrial Development First Mortgage Revenue Bonds (Montana Farm Bureau Federation - Mountain West Farm Bureau Mutu~l Insurance Company, Inc. Joint Venture Partnership) Project, Series 1981" (herein the "1981' Bonds" or the "Bonds"), to be issued under and pursuant to an Indenture of Trust, (herein the "Indenture"), by and between the Issuer and the Trustee herein designated, and to be secured by a Project Loan Agreement (herein the "Project Loan Agreement"), by and between the Issuer and the Partnership, an Assignment of the interest of the Issuer in the Project Loan Agreement to the Trustee and mortgage lien and security interest in the Project given and granted to the Trustee by the Partnership; and (6) WHEREAS, the Purchasers of the Bonds, George K. Baum & Company, of Denver, Colorado (herein the "Underwriter") have submitted a form of Bond Purchase Agreement to be entered into with the Issuer for the purchase of the 1981 Bonds, according to the terms I and conditions set forth in said Agreement (herein the "Bond Purchase Agreement"); and (7) WHEREAS, it is necessary at this time for the Issuer to authorize the issuance of the 1981 Bonds, to authorize the execution of the various documents and instrume:n:ts!' ; pertaining to said Bonds, and to authorize certain actions required to be taken by the Issuer as a prerequisite to the issuance and sale of the Bonds in order to make the bond proceeds available to finance the Project. THEREFORE, BE IT RESOLVED, AND IT IS HEREBY RESOLVED by, the Governing Body of the City of Bozeman, Montana: Section 1- Approval of the Project. It is hereby found and determined that the financing of the Project, consisting of an office building complex and related facilities as described,*under and pursuant to the Indenture authorized to be executed herein, will be of benefit to and will promote the prosperity, economic stability and general welfare of the City and the inhabitant8 thereof. Section 2. Findings. Pursuant to Section 90-5-105, Montana Code Annotated 1979 and based upon information furnished and written representations made to the I . . . t d to the Bonds authorized to Commission by the Partnership pertalnlng to the ProJec an be issued herein, the City Commission of the City of Bozeman, in the County of Gallatin and the State of Montana, hereby determines and finds as follows: (a) That the loan payments to be made to the City under the Project Loan Agreement are sufficient in amount to pay the principal of and the interest on . . f th pose of financing the Project, the bonds authorized to be lssued hereln or e pur as set forth in Ahticle IV of the Project Loan Agreement and Article V of the * in the Project Loan Agreement authorized to be executed herein, through the issuance of the Bonds ~erein CO~1ISSION RESOLUTION NO~ 2343 descrlbed, . -.-. ..-- .._._..,~ ~.~. -- ._--"~ n.. .~ ... -.., .... --. ... ~. ... 469 Indenture both such instruments being authorized to be executed by this Resolution; (b) That neither the Partnership nor the Underwriter of the Bonds has~ stipulated or requested that part of the proceeds of the Series 1981 Bonds to I be paid into a reserve fund, and no reserve fund shall be established or maintained in connection with the retirement of the proposed Bonds and the maintenance of the Project are as provided by the Project Loan Agreement and the Indenture; (c) That, pursuant to Article V of the Project Loan Agreement, the Company shall be required to maintain and carry proper and adequate insurance on the Project; (d) That the Company shall pay ad valorem taxes or an annual payment in lieu of taxes as provided for in Article V of the Project Loan Agreement; and (e) That the Project will create new and additional employment opportunities for the inhabitants of the City, will expand the City's tax base and result in increased property tax revenues to the City, will maintain and promote a stable, balanced and diversified economy among business, commerce and trade within the City and will promote the use of agricultural, manufactured and commercial products within the City and the State. Authorization of Loan; A roval of I the , the County of Gallatin and State Partner- ship, the proceeds of the by Section 5 and 6 hereof for the purpose of to construct, equip and otherwise acquire and and facil ities in described in the form of the the Act. That there be and there is hereby authorized the execution of the Project Loan Agreement by and between said City of Bozeman, Montana, and said Partnership, in the form to be on file in the Office of the City Clerk, which by this reference is made a part hereof, and the Mayor of the City of Bozeman, Montana, and the City Clerk be, and they are hereby authorized and directed to execute, acknowledge and deliver said Proj ect Loan Agreement for and on behalf of <a a i d City of Bozeman, in the form approved by the City and to be on file in the Office of the City Clerk. (Advi&e is hereby given that an executed copy of said form of Project Loan Agreement will be on file in the office of the City Clerk for inspection by any interested person on or before the date of issuance and delivery of the Bonds authorized to be issued by this Resolution.) Section 5. Approval of Indenture. That the Issuer proposes to issue, and there I is hereby authorized to be issued by Section 5 hereof, industrial development revenue bonds pursuant to and in accordance with the Montana Industrial Development Projects Act, cited as Section 90-5-101 to 90-5-113, Montana Code Annotated 1979, as amended (herein the "Act"), for the purpose of constructing, otherwise acquiring and equipping of the Project ~~~/as described in said Project Loan Agreement approved in Section 4 hereof; and, in connection with the adequate; securing of said Bonds, the Mayor of the City of Bozeman, Montan~ and the City Clerk be and they are hereby authorized to execute and CO~~1ISSION RESOLUTION NO. 2343 _... ..__ __..._._..n~ ~ _ ..._... _~ .... _ n ._n.. __ _~_.._____ ~. .- -... .. -_.".~--- --470 ..aM del i ver to the Trustee hereinafterdesi gnated as, indenture of Trust for the benefit of the Partnership and holders of said Bonds. from time to time. which shall contain an appropriate pledge of the rights of the City under and pursuant to the Project Loan Agreement. and the payments. revenues. receipts and other amounts re- ceivable by the City thereunder. and the Mayor and City Clerk are hereby authorized and I directed to execute. acknowledge and deliver said Indenture of Trust for and on behalf of said City of Bozeman in the form approved by the City to be on file in the Office of the City Clerk. (Advice is hereby given that an executed copy of said form of Indenture of Trust will be on file in the office of the City Clerk for inspection by any interested person on or before the date of issuance and delivery of the Bonds authorized to be issued by this Resolution.) Section 6. Issuance of Bonds. That. pursuant to the authority contained in the Act. the Issuer shall issue. and they are hereby authorized to be issued. the City's Industrial Development Revenue Bonds designated as "City of Bozeman. Montana. Industrial Development First Mortgage Revenue Bonds (Montana Farm Bureau Federation - Mountain West Farm Bureau Mutual Insurance Company. Inc. Joint Venture Partnership Project) Series 1981- in a principal amount not to exceed $1.600.000.00 The facsimile signature of the Mayor of the City of Bozeman. Montana, is hereby authorized and directed to be printed on the face of said Bonds and the City Clerk is hereby authorized to manually execute said Bonds. and to attest the facsimile corporate seal of the City which is hereby adopted and authorized to be imprinted thereon. The Mayor and City Clerk are further hereby I authorized and directed to deliver said Bonds to the Trustee for authentication under the Indenture as here.m.authorized and when said Bonds have been authenticated. to deliver them or Hause them to be deliverd to the Partnership thereof pursuant to the terms of the Bond Purchase Agreement against receipt of the full purchase price therefor. and to deposit the amount so received into the Construction Fund as provided in the Indenture and the Project Loan Agreement. Section 7. Terms of the Bonds. The form. principal amount. numbers. maturities. provisions for redemption of. and the rate or rates of interest on the Bonds shall be as set forth in the Bond Purchase Agreement and in the Indenture of Trust herein approved. The Bonds shall be issued expressly for the purpose of providing moneys to pay the costs of acquiring. constructing and equipping the Project and Project Facilities as more particularly set forth and described in the Indenture and the Project Loan Agreement incorporated herein by reference. which Bonds shall be limited obligations of the City and will be payable as to principal and interest and premium (if any) solely from the payments pledged and to be made by the Partnership under the Project Loan Agreement which shall be assigned by the City to the Trustee. or as otherwise provided in the Indenture. I and the Bonds shall never constitute a general obligation of. or represent or constitute a debt or pledge of the faith and credit. or give rise to any pecuniary liability or other liability of the Issuer. nor shall they be payable in any manner from funds raised by taxation or from any other funds of the City. except from the payments assiqned to the Trustee or otherwise made by the Partnership under the Project Loan Agreement or otherwise. CO~1MISSION RESOLUTION NO. 21343 ~---~-,-_._. .- .---- -- ~ - -_.,---"..~-----~--_._~,._~.~~- ..-- ...-.... -- ,-, .-.- 469A Section 3. Approval of Bond Purchase Agreement. The form of the Bond Purchase Agreement from George K. Baum & Company, as Underwriter dated as of August 5, 1981, is hereby ratified, approved and confirmed and the Mayor and City Clerk I of the Issuer are hereby authorized to execute said Bond Purchase Agreement upon the final passage and adoption of this Resolution. Section 4. Authorization of Loan; Approval of Project Loan Agreement. <"- That the City of Bozeman, in the County of Gallatin and State of Montana, loan to the Partnership, the proceeds of the Series 1981 Bonds authorized to be issued by Section 5 and 6 hereof for the purpose of providing funds to be used by the Partnership to construct, equip and otherwise acquire land, buildings and equipment and all other improvements and facilities in connection with the Project as described in the form of the Project Loan Agreement hereinafter authorized to be executed, said loan of the Bond Proceeds to be under and in accordance with the terms and conditions set out fully in said form of Project Loan Agreement And the Act. I I . '''-'.-- - "~ .- . ~~~ - ....- - ....".u - . ~- - ,.... ....... . '.-"- -. "... .-.. . .~ ._.~ . . .._ ~'n -- ~,-- 471 Section 8. Authentication of the bonds. The Trustee is hereby requested to manually authenticate the Bonds and to deliver the same to or upon the order of the City Clerk. Section 9. Investment of Funds. The Trustee shall be, and by virtue of this I Resolution, and without further authorization from the City, is hereby authorized, directed and requested to invest and reinvest, subject to the directions from time to time of the Partnership, all moneys available therefor in any Trust Fund held by it pursuant to the aforesaid Project Loan Agreement and the Indenture, which, by the terms of said Project Loan Agreement or Indenture, may be invested, and to deposit and redeposit such moneys in such Trust Funds as may be permitted by the said Project Loan Agreement or said Indenture, all subject to the terms and limitations contained in said Project Loan Agreement or said Indenture, as appropriate. Section 10. Approval of Form of Agreements. The form of the Project Loan Agreement, the form of the Indenture, the form of the Official Statement, the form of the Assignment and Security Agreement, the form of the Mortgage and Security Agreement, the form of the Guaranty Agreement and the form of all other instruments, documents and certificates presented to the Commission with respect to the Bonds are accepted and approved (executed copies of which shall be incorporated herein by reference only and shall be kept on file with the City Clerk), and are hereby directed to be in such final forms as Bond Counsel and Counsel for the Issuer shall approve, and the Mayor of the City I of Bozeman, Montana, is hereby authorized and directed to execute and deliver, and the City Clerk is hereby authorized and directed to execute and affix the Corporate seal of the City to, and to attest, said documents, instruments and certificates in substantially said final approved forms and upon the terms and conditions therein set forth, with such changes therein as such officers and Bond Counsel and Counsel for the Issuer shall approve, such approval to be conclusively evidenced by said officers' execution thereof. Section 11. Appointment of Trustee and Paying Agent. The City hereby approves and consents to the appointment of the Trustee designated in the indenture, the First Interstate Bank of Laramie, N.A., in Laramie, Wyoming, as Trustee thereunder and as the Paying Agent for the Bonds. Section 12. Assignment of Project Loan Agreement. The appropriate officers of the City are hereby authorized and directed to assign all right, title and interest of the City in the Project Loan Agreement to the Trustee as security for the 1981 Bonds, by the execution of the Indenture and the Assignment and Security Agreement, and to acknowledge the same to be the free act and deed of the City. I Section 13. Authorization for all Necessary Action. The Mayor of the City of Bozeman, Montana, and the City Clerk be, and they are hereby authorized and directed for and on behalf of said City of Bozeman to do all things, execute all instruments, certificates and documents and otherwise take all action necessary or appropriate for the issuance of the 1981 Bonds, and the execution of a Statement of Election and delivery thereof to the Internal Revenue Service, and to effectuate the execution and delivery of the Project Loan Agreement, the Indenture, the 1981 Bonds, the Assignment and Security Agreement, all other documents and certificates pertaining to said Bonds and the security therefor, and _ CQr1MI?~ ION.BESOLU.Tt9N N_QL _2343 ..-- '472 the full realization of the rights, accomplishments and purposes of said City under said Project Loan Agreement and said Indenture and to discharge all of the obligations of the City of Bozeman, Montana, under said Project Loan Agreement, and Assignment and Security Agreement. Section 14. Resolution and Indenture as a Contract. The provisions of this I Resolution and the Indenture securing the 1981 Bonds shall constitute a contract which shall be binding between the City of Bozeman, Montana, and the Holders, from time to time, of the 1981 Bonds to be issued hereunder, and after the issuance of said Bonds, this Resolution shall not be repealed or amended in any respect which would adversely affect the rights of such Holders so long as any of said Bonds or the interest thereon remains unpaid. Section 15. Severability. That the provisions of this Resolution are hereby declared to be severable and if any Section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the Sections, phrases or provisions hereof, it being the intent of this Section that the several provisions of thi~ Resolution are severable. Section 16. Repealer. That all resolutions or other proceedings of the Issuer or any part thereof in conflict herewith are to the extent of such conflict hereby repealed to the extent of such inconsistency. Section 17. Authentication. This Resolution after its passage, shall be recorded in the official records of the City of Bozeman, Montana,and shall be authenticated I by the signatures of the Mayor and City Clerk. PASSED, ADOPTED AND APPROVED, SIGNED, ATTESTED AND RECORDED the 5th day of August, 1981. :?I- .----/"'''''''' 7~ ~ ATTEST: ~ ~,JJJ;;-., CL RK OF E CITY COMMISSION State of Montana ) County of Gallatin) City of Bozeman ) I I, Robin L. Sullivan, Clerk of the Commission of the City of Bozeman,do hereby certify that the foregoing Resolution No. 2343 was published by title and number in the Bozeman Daily Chronicle, a newspaper of general circulation printed and published in said City, in the issue dated the 30th day of August, 1981. IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of my office this 16th day of October, 1981. ~ cI .L~ erk of the City Commission -. -...., - .- . ._. --".., - ....- '-" .". -- H.Cor1MJ S5 IQN. ~E_SOLUJI Of'! NO ._2;343 ..- - ...-- -,-_.