HomeMy WebLinkAboutResolution 5405 Relating to up to $9010000 in principal amount of general obligation bondsResolution No. 5405, Authorizing the Issuance and Private Negotiated Sale of General Obligation Bonds
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RESOLUTION NO. 5405
RESOLUTION RELATING TO UP TO $9,010,000 IN PRINCIPAL
AMOUNT OF GENERAL OBLIGATION BONDS; AUTHORIZING THE
ISSUANCE AND PRIVATE NEGOTIATED 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 November 2, 2021,
authorized this Commission to sell and issue general obligation bonds of the City in the aggregate
principal amount not to exceed $6,730,000 for the purpose of paying the costs of designing,
constructing, equipping and furnishing a new Fire Station 2 on a site located on the Montana State
University campus to be leased by MSU to the City or other suitable location in the City (the “Fire
Station 2 Project”); and costs associated with the sale and issuance of the bonds. In addition, at
the November 2, 2021 election, the electors of the City authorized this Commission to sell and
issue general obligation bonds of the City in the aggregate principal amount not to exceed
$2,280,000 for the purpose of paying the costs of designing, constructing, equipping and furnishing
improvements to: the Bozeman Swim Center to include replacing perimeter drain tiles (gutter
system), deck tiles, and ceiling tiles, repairing the plaster shell, and replacing the HVAC system;
the Bogert Pool to include replacing the concrete coping around the pool and the concrete gutter
system, re-plastering the shell, repairing the concrete deck, and replacing the perimeter wall/fence;
and the Lindley Center to include upgrading restrooms to meet current Americans with Disabilities
Act requirements, replacing windows and log siding, upgrading the kitchen, insulating the east
roof, installing floor and roof supports, improving the parking lot and related site improvements
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Resolution No. 5405, Authorizing the Issuance and Private Negotiated Sale of General Obligation Bonds
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(the “Recreation Facilities Improvements”); and costs associated with the sale and issuance of the
bonds.
The City has determined at this time to sell and issue general obligation bonds of the City
(the “Series 2022 Bonds”) to finance or reimburse the City for costs of the Fire Station 2 Project
and the Recreation Facilities Improvements and to pay costs of issuing the Series 2022 Bonds.
The indebtedness to be evidenced by the Series 2022 Bonds and all other outstanding general
obligation indebtedness of the City does not exceed the limitation set forth in Section 7-7-4201,
M.C.A.
Section 2
Sale of Series 2022 Bonds; Bond Purchase Agreement.
Pursuant to Montana Code Annotated, Sections 7-7-4254 and 17-5-107, this Commission
hereby determines that it is in the best interests of the City to sell the Series 2022 Bonds through
a private negotiated sale. D.A. Davidson & Co., of Great Falls, Montana (the “Underwriter”), will
serve as underwriter of the Series 2022 Bonds.
The Series 2022 Bonds shall be sold on terms and at a purchase price within the following
limitations:
(1) underwriter’s discount shall not exceed 0.375% of the principal amount of the
Series 2022 Bonds, exclusive of original issue premium or discount;
(2) the aggregate principal amount of the Series 2022 Bonds shall not exceed
$9,010,000;
(3) the true interest cost of the Series 2022 Bonds shall not exceed 4.50% per
annum;
(4) the Series 2022 Bonds shall be subject to redemption on a date that is not later
than one-half their term; and
(5) the term of the Series 2022 Bonds shall not exceed twenty (20) years.
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Resolution No. 5405, Authorizing the Issuance and Private Negotiated Sale of General Obligation Bonds
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All costs of issuing the Series 2022 Bonds (including, without limitation, underwriter’s
discount, fees and expenses of underwriter’s counsel and bond counsel, fees of the paying agent
and registrar, rating agency fees and related costs, Preliminary and final Official Statement costs,
Depository Trust Company fees, CUSIP costs, costs of printing the Series 2022 Bonds, and
miscellaneous expenses, if any) shall be paid by the City from proceeds of the Series 2022 Bonds.
The City Manager, Assistant City Manager, and one Commissioner to be designated by the
Commission are hereby authorized and directed to approve the principal amounts, purchase price,
maturity dates, basic and additional interest rates, original issue discount and premium, and
conditions pertaining to the purchase and sale of the Series 2022 Bonds, subject to the limitations
contained above in this Section 2. Upon approving such terms, the City Manager, the Assistant
City Manager, and the designated Commissioner are hereby authorized and directed to approve,
execute and deliver a bond purchase agreement (the “Bond Purchase Agreement”), containing the
agreement of the City to sell, and the agreement of the Underwriter to purchase, the Series 2022
Bonds on the terms so approved, and containing such other provisions as such officers shall deem
necessary or appropriate. In the event of the absence or disability of any of the City Manager, the
Assistant City Manager, or the designated Commissioner, another member or members of this
Commission shall make such approvals and execute and deliver the Bond Purchase Agreement.
The execution and delivery by not less than two appropriate officers of the City of the Bond
Purchase Agreement shall be conclusive as to the approval of such officers of the terms of the
Series 2022 Bonds and the agreement of the City to sell the Series 2022 Bonds on such terms in
accordance with the provisions thereof.
Section 3
Form.
The form and details of the Series 2022 Bonds and the security therefor shall be prescribed
by a subsequent resolution to be adopted by this Commission.
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Resolution No. 5405, Authorizing the Issuance and Private Negotiated Sale of General Obligation Bonds
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Section 4
Preliminary Official Statement.
The City Manager, the Assistant City Manager, the designated Commissioner, and other
officers of the City, in cooperation with the Underwriter and Dorsey & Whitney LLP, as Bond
Counsel, are hereby authorized and directed to prepare a Preliminary Official Statement to be
distributed to potential purchasers of the Series 2022 Bonds. The Preliminary Official Statement
shall contain such information as shall be advisable and necessary to accurately describe the City
and the security for and terms and conditions of the Series 2022 Bonds. Each of the City Manager,
the Assistant City Manager, and the designated Commissioner (or in the event of the absence or
disability of any of them, another member of this Commission) is hereby authorized and directed
on behalf of the City to approve the Preliminary Official Statement, and to deem it final as of its
date in accordance with paragraph (b)(1) of Rule 15c2-12 (the “Rule”), promulgated by the
Securities and Exchange Commission under the Securities and Exchange Act of 1934, and to
authorize the Underwriter to distribute the Preliminary Official Statement.
Section 5
Continuing Disclosure.
To permit the Underwriter and other participating underwriters in the primary offering of
the Series 2022 Bonds to comply with paragraph (b)(5) of 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 Series 2022 Bonds, to provide annual reports of specified information and notice of
the occurrence of certain events.
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Resolution No. 5405, Authorizing the Issuance and Private Negotiated Sale of General Obligation Bonds
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PASSED, ADOPTED, AND APPROVED by the City Commission of the City of
Bozeman, Montana, at a regular session thereof held on the 10th day of May, 2022.
___________________________________
CYNTHIA L. ANDRUS
Mayor
ATTEST:
___________________________________
MICHAEL MAAS
City Clerk
APPROVED AS TO FORM:
___________________________________
GREG SULLIVAN
City Attorney
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Resolution No. 5405, Authorizing the Issuance and Private Negotiated Sale of General Obligation Bonds
CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting City Clerk of the City of Bozeman,
Montana (the “City”), hereby certify that attached hereto is a true copy of Resolution No. 5405
entitled: “RESOLUTION RELATING TO UP TO $9,010,000 IN PRINCIPAL AMOUNT
OF GENERAL OBLIGATION BONDS; AUTHORIZING THE ISSUANCE AND
PRIVATE NEGOTIATED 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 at a meeting on May 10, 2022, and that the meeting was duly held by the City
Commission and was attended throughout by a quorum, pursuant to call and notice of such
meeting given as required by law; and that the Resolution has not as of the date hereof been
amended or repealed.
I further certify that, upon vote being taken on the Resolution at said meeting, the
following Commissioners voted in favor thereof:
; voted against the same:
; abstained from voting thereon:
; or were absent: .
WITNESS my hand officially this 10th day of May, 2022.
Michael Maas
City Clerk
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Pomeroy
Andrus, Cunningham, Madgic and Coburn