HomeMy WebLinkAboutResolution 5423 General Obligation Bonds
RESOLUTION NO. 5423
RESOLUTION RELATING TO $6,730,000 GENERAL
OBLIGATION BONDS, SERIES 2022; DETERMINING THE
FORM AND DETAILS, AUTHORIZING THE EXECUTION
AND DELIVERY AND LEVYING TAXES FOR THE
PAYMENT THEREOF
BE IT RESOLVED by the City Commission (the “Commission”) of the City of
Bozeman, Montana (the “City”), as follows:
Section 1
Authorization and Sale; Recitals.
1.01. Authorization. At an election duly called and held November 2, 2021, the electors
of the City authorized this Commission to sell and issue general obligation bonds of the City in
the maximum 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 paying costs associated with the sale and issuance of
the bonds.
This Commission has determined that it is in the best interests of the City, upon the terms
hereinafter set forth, to sell to D.A. Davidson & Co., of Great Falls, Montana (the
“Underwriter”), by private negotiated sale, its general obligation bonds in the principal amount
of $6,730,000, pursuant to Montana Code Annotated, Sections 7-7-4254 and 17-5-107, in order
to pay a portion of the costs of the Fire Station 2 Project and costs associated with the sale and
issuance of such general obligation bonds.
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1.02. Purchase and Sale. The Underwriter and the City have entered into a Bond
Purchase Agreement, dated as of June 14, 2022, regarding the purchase and sale of general
obligation bonds of the City, to be denominated “General Obligation Bonds, Series 2022” (the
“Bonds”), in the aggregate principal amount of $6,730,000 at a purchase price of $7,220,353.60
(representing the par amount of the Bonds plus original issue premium of $515,591.10 and less
underwriter’s discount of $25,237.50). The Bonds bear interest at the rates and mature on the
dates and in the amounts and contain the further terms and conditions set forth in this Resolution.
The true interest cost of the Bonds is 3.486035%. The sale of the Bonds to the Underwriter is
hereby ratified and confirmed.
1.03. Recitals. All acts, conditions and things required by the Constitution and laws of
the State of Montana, including Montana Code Annotated, Title 7, Chapter 7, Part 42, as
amended, in order to make the Bonds valid and binding general obligations of the City in
accordance with their terms and in accordance with the terms of this Resolution have been done,
do exist, have happened and have been performed in regular and due form, time and manner as
so required. The City has full power and authority to issue the Bonds.
The indebtedness to be evidenced by the Bonds, together with all other outstanding
general obligation indebtedness of the City, will not exceed 2.50% of the total assessed valuation
of taxable property of the City, determined as provided in Section 15-8-111, M.C.A., as
ascertained by the last assessment for state and county taxes.
Section 2
Bond Terms, Execution and Delivery.
2.01. Terms of Bonds. The Bonds shall be designated “General Obligation Bonds, Series
2022.” The Bonds shall be in the denomination of $5,000 each or any integral multiple thereof of
single maturities. The Bonds shall mature on July 1 in the years and amounts listed below, and
Bonds maturing in such years and amounts shall bear interest from date of original issue until paid
or duly called for redemption (including mandatory sinking fund redemption as to the term bonds
maturing in 2033, 2035, 2037, 2039, and 2042), at the rate per annum shown opposite such years
and amounts, as follows:
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Year Amount Rate Year Amount Rate
2023 $205,000 5.000% 2031 $ 310,000 5.000%
2024 220,000 5.000 2033* 665,000 5.000
2025 230,000 5.000 2035* 725,000 4.000
2026 240,000 5.000 2037* 785,000 4.000
2027 255,000 5.000 2038 315,000 4.000
2028 265,000 5.000 2039* 535,000 4.000
2029 280,000 5.000 2042* 1,405,000 4.000
2030 295,000 5.000
*Term bonds subject to mandatory sinking fund redemption as set forth in Section 2.08 below.
Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months.
2.02. Registered Form, Interest Payment Dates. The Bonds shall be issuable only in fully
registered form, and the ownership of the Bonds shall be transferred only upon the bond register
of the City hereinafter described. The interest on the Bonds shall be payable on January 1 and July
1 in each year, commencing January 1, 2023. Interest on the Bonds shall be payable to the owners
of record thereof as such appear on the bond register as of the close of business on the 15th day of
the month immediately preceding each interest payment date, whether or not such day is a business
day. Interest on, and upon presentation and surrender thereof, the principal of each Bond shall be
payable by check or draft issued by or drawn on the Registrar described herein or, as appropriate,
by wire transfer.
2.03. Dated Date. Each Bond shall be originally dated as of June 30, 2022, and upon
authentication of any Bond the Registrar (as hereinafter defined) shall indicate thereon the date of
such authentication.
2.04. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer
agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal office a bond register in which
the Registrar shall provide for the registration of ownership of Bonds and the registration
of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
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(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof
or by an attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of the same series of a like aggregate principal amount and maturity, as
the case may be, as requested by the transferor. The Registrar may, however, close the
books for registration of any transfer of any Bond or portion thereof selected or called for
redemption.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the registered
owner for exchange, the Registrar shall authenticate and deliver one or more new Bonds
of the same series of a like aggregate principal amount, interest rate and maturity, as
requested by the registered owner or the owner’s attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the owner’s
order shall be valid and effectual to satisfy and discharge the liability of the City upon such
Bond to the extent of the sum or sums so paid.
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(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for
an exchange upon the partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be lost, stolen or destroyed, the Registrar shall deliver a new Bond of the same
series of like amount, number, maturity date and tenor in exchange and substitution for and
upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such
Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges
of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Bond was lost, stolen
or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to the
City. If the mutilated, lost, stolen or destroyed Bond has already matured or such Bond
has been called for redemption in accordance with its terms, it shall not be necessary to
issue a new Bond prior to payment.
2.05. Appointment of Initial Registrar. The City hereby appoints U.S. Bank Trust
Company, National Association, in Salt Lake City, Utah, to act as registrar, transfer agent and
paying agent (the “Registrar”). The City reserves the right to appoint a successor bond registrar,
transfer agent or paying agent, as authorized by the Model Public Obligations Registration Act of
Montana, Montana Code Annotated, Title 17, Chapter 5, Part 11, as amended (the “Registration
Act”), but the City agrees to pay the reasonable and customary charges of the Registrar for the
services performed.
2.06. Optional Redemption.
(a) Bonds with stated maturities in the years 2023 through 2031 are not subject to
optional redemption prior to their stated maturities. Bonds with stated maturities on or after July
1, 2033 are subject to redemption on July 1, 2032 and any date thereafter, at the option of the City,
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in whole or in part, and if in part from such stated maturities and in such principal amounts as the
City may designate in writing to the Registrar (or, if no designation is made, in inverse order of
maturities and within a maturity in $5,000 principal amounts selected by the Registrar by lot or
other manner as directed by the City), at a redemption price equal to the principal amount thereof
and interest accrued to the redemption date, without premium.
(b) The date of redemption and the principal amount of the Bonds to be redeemed
shall be fixed by the City Manager who shall give notice thereof to the Registrar at least 45 days
prior to the redemption date. At least thirty days prior to the designated redemption date, the
Registrar shall cause notice of redemption to be mailed, by first class mail, or by other means
required by the securities depository, to the registered owners of each Bond to be redeemed at their
addresses as they appear on the bond register described in Section 2.04, but no defect in or failure
to give such notice shall affect the validity of proceedings for the redemption of any Bond not
affected by such defect or failure. The notice of redemption shall specify the redemption date,
redemption price, the numbers, interest rates, CUSIP numbers, and the maturity date of the Bonds
or portions thereof to be redeemed and the place at which the Bonds are to be surrendered for
payment. Official notice of redemption having been given as aforesaid, the Bonds or portions
thereof so to be redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified and from and after such date (unless the City shall default in the payment
of the redemption price) such Bonds or portions thereof shall cease to bear interest.
2.07. Execution and Delivery. The Bonds shall be forthwith prepared for execution under
the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the
Mayor, the City Manager and the City Clerk, provided that said signatures may be printed,
engraved or lithographed facsimiles thereof. The seal of the City need not be imprinted on or
affixed to any Bond. In case any officer whose signature or a facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the delivery thereof, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had
remained in office until delivery. When the Bonds have been so executed by said City officers,
they shall be registered by the City Clerk in accordance with Montana Code Annotated, Section
7-7-4257, as amended. Notwithstanding such execution, no Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit under this Resolution unless and until a
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certificate of authentication on such Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on different Bonds need
not be signed by the same representative. The executed certificate of authentication on each Bond
shall be conclusive evidence that it has been authenticated and delivered under this Resolution.
When the Bonds have been fully executed and authenticated, they shall be delivered by the
Registrar to the Underwriter or as otherwise directed upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Underwriter shall not
be obligated to see to the application of the purchase price.
2.08. Mandatory Sinking Fund Redemption. The Bonds having stated maturities in 2033,
2035, 2037, 2039, and 2042 are subject to mandatory sinking fund redemption on July 1 in the
years and the principal amounts set forth below in $5,000 principal amounts selected by the
Registrar, by lot or other manner as directed by the City, at a redemption price equal to the principal
amount thereof to be redeemed plus interest accrued to the redemption date:
Stated Maturity of
Term Bonds
(July 1)
Sinking Fund
Payment Date
(July 1)
Principal
Amount on
Sinking Fund
Payment Date
2033 2032 $325,000
2035 2034 $355,000
2037 2036 $385,000
2039 2038 $100,000
2042 2040 $450,000
2041 470,000
If the term bonds with stated maturities in 2033, 2035, 2037, 2039, and 2042 are not
previously purchased by the City in the open market or prepaid, $340,000 in principal amount
would remain to mature in 2033, $370,000 in principal amount would remain to mature in 2035,
$400,000 in principal amount would remain to mature in 2037, $435,000 in principal amount
would remain to mature in 2039, and $485,000 in principal amount would remain to mature in
2042. The principal amounts required to be redeemed on the above Sinking Fund Payment Dates
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shall be reduced by the amount by which such principal amounts are previously redeemed at the
option of the Commission.
2.09. Securities Depository for the Bonds.
(a) For purposes of this Section 2.09, the following terms shall have the following
meanings:
“Beneficial Owner” shall mean, whenever used with respect to a Bond, the
person in whose name such Bond is recorded as the beneficial owner of such Bond
by a Participant on the records of such Participant, or such person’s subrogee.
“Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
“DTC” shall mean The Depository Trust Company of New York,
New York.
“Participant” shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
“Representation Letter” shall mean the Blanket Issuer Letter of
Representations pursuant to which the City agrees to comply with DTC’s
Operational Arrangements.
(b) The Bonds of each series shall be initially issued as separately authenticated
fully registered Bonds, and one Bond shall be issued in the principal amount of each stated
maturity of each series of the Bonds. Upon initial issuance, the ownership of such Bonds
shall be registered in the Bond register in the name of Cede & Co., as nominee of DTC.
The Registrar and the City may treat DTC (or its nominee) as the sole and exclusive owner
of the Bonds registered in its name for the purposes of payment of the principal of or
interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving
any notice permitted or required to be given to registered owners of Bonds under this
Resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and
neither the Registrar nor the City shall be affected by any notice to the contrary. Neither
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the Registrar nor the City shall have any responsibility or obligation to any Participant, any
Person claiming a beneficial ownership interest in the Bonds under or through DTC or any
Participant, or any other Person which is not shown on the Bond register as being a
registered owner of any Bonds, with respect to the accuracy of any records maintained by
DTC or any Participant, with respect to the payment by DTC or any Participant of any
amount with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this Resolution, with
respect to the selection by DTC or any Participant of any person to receive payment in the
event of a partial redemption of the Bonds, or with respect to any consent given or other
action taken by DTC as registered owner of the Bonds. So long as any Bond is registered
in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and
interest on such Bond, and shall give all notices with respect to such Bond, only to Cede &
Co. in accordance with the Representation Letter, and all such payments shall be valid and
effective to fully satisfy and discharge the City’s obligations with respect to the principal
of and interest on the Bonds to the extent of the sum or sums so paid. No Person other than
DTC shall receive an authenticated Bond for each separate stated maturity evidencing the
obligation of the City to make payments of principal and interest. Upon delivery by DTC
to the Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in
accordance with paragraph (e) hereof.
(c) In the event the City determines to discontinue the book-entry-only system for
one or both series of Bonds, the City may notify DTC and the Registrar, whereupon DTC
shall notify the Participants of the availability through DTC of Bonds of such series in the
form of certificates. In such event, the Bonds of such series will be transferable in
accordance with paragraph (e) hereof. DTC may determine to discontinue providing its
services with respect to the Bonds of one or both series at any time by giving notice to the
City and the Registrar and discharging its responsibilities with respect thereto under
applicable law. In such event the Bonds of such series will be transferable in accordance
with paragraph (e) hereof.
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(d) The Representation Letter sets forth certain matters with respect to, among other
things, notices, consents and approvals by registered owners of the Bonds and Beneficial
Owners and payments on the Bonds. The Registrar shall have the same rights with respect
to its actions thereunder as it has with respect to its actions under this Resolution.
(e) In the event that any transfer or exchange of Bonds of a series is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon
receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate
instruments of transfer to the permitted transferee in accordance with the provisions of this
Resolution. In the event Bonds in the form of certificates are issued to owners other than
Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another
securities depository as owner of all the Bonds, the provisions of this Resolution shall also
apply to all matters relating thereto, including, without limitation, the preparation of such
Bonds in the form of Bond certificates and the method of payment of principal of and
interest on such Bonds in the form of Bond certificates.
2.10 Form of Bonds. The Bonds shall be prepared in substantially the form set forth in
Exhibit A hereto, and by this reference made a part hereof.
Section 3
Security Provisions.
3.01. Project Account; Use of Proceeds. There is hereby created a special account to be
designated as the “Fire Station 2 Project Account” (the “Project Account”), to be held and
administered by the City Manager separate and apart from all other funds and accounts of the City.
The City appropriates to the Project Account the proceeds of the sale of the Bonds in the amount
of (a) $7,220,353.60 (representing the principal amount of the Bonds, plus original issue premium
on the Bonds, less underwriter’s discount), and (b) all income derived from the investment of
amounts on hand in the Project Account. The Project Account shall be used solely to defray
expenses of the Fire Station 2 Project to be paid with proceeds of the Bonds, including costs of
issuance of the Bonds. Upon payment of all costs and expenses of the Fire Station 2 Project to be
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paid with proceeds of the Bonds and investment earnings thereon, any amounts remaining in the
Project Account shall be credited and paid to the Debt Service Account.
3.02. Debt Service Account. There is hereby created a special account to be designated as
the “Fire Station 2 Debt Service Account” (the “Debt Service Account”), to be held and
administered by the City Manager separate and apart from all other funds and accounts of the City,
to be used solely to pay principal of and interest on the Bonds. The City irrevocably appropriates
to the Debt Service Account: (a) all funds, if any, to be transferred thereto from the Project Account
in accordance with the provisions of Section 3.01, (b) any taxes levied in accordance with this
Resolution, (c) all income derived from the investment of amounts on hand in the Debt Service
Account, and (d) such other money as shall be received and appropriated to the Debt Service
Account from time to time.
3.03. Tax Levies. The full faith and credit and taxing powers of the City shall be and are
hereby irrevocably pledged to the payment of the Bonds and interest due thereon, and the City
shall cause taxes to be levied annually on all taxable property in the City, without limitation as to
rate or amount, sufficient to pay the interest on the Bonds when it falls due and to pay and discharge
the principal at maturity of each and all of the Bonds as they respectively become due.
Section 4
Tax Covenants and Certifications.
4.01. Use of the Project. The Fire Station 2 Project will be owned and operated by the
City and available for use by members of the general public on a substantially equal basis. The
City shall not enter into any lease, use or other agreement with any non-governmental person
relating to the use of the Fire Station 2 Project or security for the payment of the Bonds which
might cause the Bonds to be considered “private activity bonds” or “private loan bonds” within
the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the “Code”).
4.02. General Covenant. The City covenants and agrees with the owners from time to time
of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents
any action which would cause the interest on the Bonds to become includable in gross income for
federal income tax purposes under the Code and applicable Treasury Regulations (the
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“Regulations”), and covenants to take any and all actions within its powers to ensure that the
interest on the Bonds will not become includable in gross income for federal income tax purposes
under the Code and the Regulations.
4.03. Arbitrage Certification. The Mayor, the City Manager and the City Clerk, being
among the officers of the City charged with the responsibility for issuing the Bonds pursuant to
this Resolution, are authorized and directed to execute and deliver to the Underwriter a certificate
in accordance with the provisions of Section 148 of the Code, and Section 1.148-2(b) of the
Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date
of issue and delivery of the Bonds, it is reasonably expected that the proceeds of the Bonds will be
used in a manner that would not cause the Bonds to be “arbitrage bonds” within the meaning of
Section 148 of the Code and the Regulations.
4.04. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such records,
make such determinations, file such reports and documents and pay such amounts at such times as
are required under said Section 148(f) and applicable Regulations to preserve the exclusion of
interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify
for the exception from the rebate requirement under Section 148(f)(4)(B) of the Code and no “gross
proceeds” of the Bonds (other than amounts constituting a “bona fide debt service fund”) arise
during or after the expenditure of the original proceeds thereof. In furtherance of the foregoing,
the Mayor, the City Manager and the City Clerk are, or any one or more of them is, hereby
authorized and directed to execute a Rebate Certificate, substantially in the form to be prepared by
Bond Counsel, and the City hereby covenants and agrees to observe and perform the covenants
and agreements contained therein, unless amended or terminated in accordance with the provisions
thereof.
4.05. Information Reporting. The City shall file with the Secretary of the Treasury, not
later than August 15, 2022, a statement concerning the Bonds containing the information required
by Section 149(e) of the Code.
4.06. Qualified Tax-Exempt Obligations. Pursuant to Section 265(b)(3) of the Code, the
City hereby designates the Bonds as “qualified tax-exempt obligations” for purposes of Section
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265(b)(3) of the Code. The City has not designated any obligations in 2022 other than the Bonds
under Section 265(b)(3) of the Code. The City hereby represents that it does not anticipate that
obligations bearing interest not includable in gross income for purposes of federal income taxation
under Section 103 of the Code (including refunding obligations as provided in Section 265(b)(3)
of the Code and including “qualified 501(c)(3) bonds” but excluding other “private activity
bonds,” as defined in Sections 141(a) and 145(a) of the Code) will be issued by or on behalf of the
City and all “subordinate entities” of the City in 2022 in an amount greater than $10,000,000.
Section 5
Defeasance or Discharge.
5.01. General. When the liability of the City on all Bonds issued under and secured by
this Resolution and all interest thereon has been discharged as provided in this section, all pledges,
covenants and other rights granted by this Resolution to the Holders of such Bonds shall cease.
5.02. Maturity. The City may discharge its liability with reference to all Bonds and interest
thereon which are due on any date by depositing with the Registrar for such Bonds on or before
the date a sum sufficient for the payment thereof in full; or if any Bond or interest thereon shall
not be paid when due, the City may nevertheless discharge its liability with reference thereto by
depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued
to the date of such deposit.
5.03. Redemption. The City may also discharge its liability with reference to any
prepayable Bonds which are called for redemption on any date in accordance with their terms, by
depositing with the Registrar on or before that date an amount equal to the principal, interest and
redemption premium, if any, which are then due thereon, provided that notice of such redemption
has been duly given as provided in this Resolution.
5.04. Escrow. The City may also at any time discharge its liability in its entirety with
reference to any Bonds subject to the provisions of law now or hereafter authorizing and regulating
such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent
for this purpose, cash or securities which are general obligations of the United States or securities
of United States agencies which are authorized by law to be so deposited or funds holding only
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such securities, bearing interest payable at such times and at such rates and maturing on such dates
as shall be required, without reinvestment, to provide funds sufficient to pay all principal, interest
and redemption premiums, if any, to become due on such Bonds at their Stated Maturities or, if
such Bonds are prepayable and notice of redemption thereof has been given or irrevocably
provided for, to such earlier redemption date.
Section 6
Continuing Disclosure.
The Commission hereby approves the Continuing Disclosure Undertaking of the City
substantially in the form of the attached Exhibit B and authorizes the Mayor and the City Manager,
or in the absence of either of them or in the event of their inability to sign, their designees, to
execute and deliver on behalf of the City contemporaneously with the date of issuance and delivery
of the Bonds the Continuing Disclosure Undertaking, with such changes as may be necessary or
appropriate. The signatures of any two authorized officials of the City are adequate to cause the
Continuing Disclosure Undertaking to be binding and enforceable on the City.
Section 7
Certification of Proceedings.
The officers of the City are hereby authorized and directed to prepare and furnish to the
Underwriter and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and
records of the City, and such other affidavits, certificates and information as may be required to
show the facts relating to the legality and marketability of the Bonds as the same appear from the
books and records under their custody and control or as otherwise known to them, and all such
certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
Section 8
Repeals and Effective Date.
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8.01. Repeal. All provisions of other resolutions and other actions and proceedings of the
City and this Commission that are in any way inconsistent with the terms and provisions of this
Resolution are repealed, amended and rescinded to the full extent necessary to give full force and
effect to the provisions of this Resolution.
8.02. Effective Date. This Resolution shall take effect immediately upon its passage and
adoption by this Commission.
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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 28th day of June, 2022.
___________________________________
CYNTHIA L. ANDRUS
Mayor
ATTEST:
___________________________________
MICHAEL MAAS
City Clerk
APPROVED AS TO FORM:
___________________________________
GREG SULLIVAN
City Attorney
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EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF GALLATIN
CITY OF BOZEMAN
GENERAL OBLIGATION BOND
SERIES 2022
No. $ .00
Rate Maturity
Date of
Original Issue CUSIP
% July 1, June 30, 2022 103637
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: AND NO/100 DOLLARS
FOR VALUE RECEIVED, City of Bozeman, Gallatin County, State of Montana (the
“City”), acknowledges itself to be indebted and hereby promises to pay to the registered owner
named above, or registered assigns, the principal amount specified above on the maturity date
specified above or, if this Bond is prepayable as stated herein, on any date prior thereto on which
this Bond shall have been duly called for redemption, and to pay interest on said principal amount
to the registered owner hereof from the Date of Original Issue set forth above or from such later
date to which interest has been paid or duly provided for until this Bond is paid or, if this Bond is
prepayable, until it has been duly called for redemption, at the rate specified above. Principal of
this Bond is payable upon presentation and surrender hereof to U.S. Bank Trust Company,
National Association, of Salt Lake City, Utah, as Bond Registrar, Transfer Agent and Paying
Agent, or its successor designated under the Resolution described herein (the “Registrar”), at its
operations center in St. Paul, Minnesota. The interest on this Bond shall be payable on January 1
and July 1 in each year, commencing January 1, 2023, and shall be calculated on the basis of a
360-day year composed of twelve 30-day months. Interest on the Bonds shall be payable to the
owners of record thereof as such appear on the bond register as of the close of business on the 15th
day of the month immediately preceding each interest payment date, whether or not such day is a
Business Day. Interest on, and upon presentation and surrender thereof, the principal of each Bond
shall be payable by check or draft issued by the Registrar described herein. “Business Day” means
any day other than a Saturday, Sunday or legal holiday of the State of Montana.
The principal of and interest on this Bond are payable in lawful money of the United States
of America. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and are
hereby irrevocably pledged.
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Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the
name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other
nominee of The Depository Trust Company or other securities depository, the Registrar shall pay
all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only
to Cede & Co. or other nominee in accordance with the operational arrangements of The
Depository Trust Company or other securities depository as agreed to by the City.
This Bond is one of an issue in the total principal amount of $6,730,000 (the “Series 2022
Bonds”), all of like date of original issue and tenor except as to serial number, denomination,
maturity date, interest rate and redemption privilege, all authorized by the favorable vote of more
than the requisite majority of the qualified electors of the City voting on the question of the
issuance thereof at a duly held election, all pursuant to resolutions duly adopted by the City
Commission, including Resolution No. 5423 adopted on June 28, 2022 (the “Resolution”), and in
full conformity with the Constitution and laws of the State of Montana thereunto enabling. The
Bonds are issuable only as fully registered bonds of single maturities, in denominations of $5,000
or any integral multiple thereof.
Bonds with stated maturities in the years 2023 through 2031 are not subject to redemption
prior to their stated maturities. Bonds with stated maturities on or after July 1, 2033 are subject to
redemption on July 1, 2032 and any date thereafter, at the option of the City, in whole or in part,
and if in part from such stated maturities and in such principal amounts as the City may designate
in writing to the Registrar (or, if no designation is made, in inverse order of maturities and within
a maturity in $5,000 principal amounts selected by the Registrar by lot or other manner as directed
by the City), at a redemption price equal to the principal amount thereof and interest accrued to
the redemption date, without premium.
The date of redemption and the principal amount of the Bonds shall be fixed by the City
Manager, who shall give notice thereof to the Registrar at least forty-five days prior to the date of
redemption. At least thirty days prior to the designated redemption date, the Registrar shall cause
notice of redemption to be mailed, by first class mail, or by other means required by the securities
depository, to the registered owners of each Bond to be redeemed at their addresses as they appear
on the bond register. No defect in or failure to give such notice shall affect the validity of
proceedings for the redemption of any Bond not affected by such defect or failure. The notice of
redemption shall specify the redemption date, redemption price, the numbers, interest rates, CUSIP
numbers, and the maturity date of the Bonds or portions thereof to be redeemed and the place at
which the Bonds are to be surrendered for payment. Official notice of redemption having been
given as aforesaid, the Bonds or portions thereof so to be redeemed shall, on the redemption date,
become due and payable at the redemption price therein specified and from and after such date
(unless the City shall default in the payment of the redemption price) such Bonds or portions
thereof shall cease to bear interest.
The Bonds having stated maturities in 2033, 2035, 2037, 2039, and 2042 are subject to
mandatory sinking fund redemption on July 1 in the years and the principal amounts set forth
below in $5,000 principal amounts selected by the Registrar, by lot or other manner as directed by
the City, at a redemption price equal to the principal amount thereof to be redeemed plus interest
accrued to the redemption date:
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Stated Maturity of
Term Bonds
(July 1)
Sinking Fund
Payment Date
(July 1)
Principal
Amount on
Sinking Fund
Payment Date
2033 2032 $325,000
2035 2034 $355,000
2037 2036 $385,000
2039 2038 $100,000
2042 2040 $450,000
2041 470,000
If the term bonds with stated maturities in 2033, 2035, 2037, 2039, and 2042 are not
previously purchased by the City in the open market or prepaid, $340,000 in principal amount
would remain to mature in 2033, $370,000 in principal amount would remain to mature in 2035,
$400,000 in principal amount would remain to mature in 2037, $435,000 in principal amount
would remain to mature in 2039, and $485,000 in principal amount would remain to mature in
2042. The principal amounts required to be redeemed on the above Sinking Fund Payment Dates
shall be reduced by the amount by which such principal amounts are previously redeemed at the
option of the Commission.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City in the principal office of the Registrar, by the registered
owner hereof in person or by his attorney duly authorized in writing, upon surrender hereof
together with a written instrument of transfer satisfactory to the Registrar, duly executed by the
registered owner or his attorney, and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon any such transfer or exchange, the City will cause a new Bond
or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
The Bonds have been designated by the City as “qualified tax-exempt obligations”
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Montana to be done, to
exist, to happen and to be performed precedent to and in the issuance of this Bond, in order to
make it a valid and binding general obligation of the City according to its terms, have been done,
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do exist, have happened and have been performed in regular and due form, time and manner as so
required; that the City Commission will annually levy an ad valorem tax on all of the taxable
property in the City in an amount sufficient to pay the interest hereon when it falls due and also to
pay and discharge the principal of this Bond at maturity; that this Bond, together with all other
general obligation indebtedness of the City outstanding on the date of original issue hereof, does
not exceed any constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by the manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, City of Bozeman, Montana, by its City Commission, has
caused this Bond to be executed by the facsimile signatures of the Mayor, the City Manager and
the City Clerk and by a printed facsimile of the official seal of the City.
CITY OF BOZEMAN, MONTANA
(Facsimile Signature)
MAYOR
(Facsimile Signature)
(Facsimile Seal) CITY MANAGER
(Facsimile Signature)
CITY CLERK
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned herein.
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Registrar, Transfer Agent, and
Paying Agent
By
Authorized Signature
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The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UTMA............Custodian.....................
in common (Cust) (Minor)
TEN ENT -- as tenants
by the entireties
under Uniform Gifts to
JT TEN -- as joint tenants Minor Act............................................
with right of (State)
survivorship and
not as tenants in
common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney to transfer the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature to this assignment
OF ASSIGNEE: must correspond with the name as it appears
upon the face of the within Bond in every
/ / particular, without alteration, enlargement
or any change whatsoever.
SIGNATURE GUARANTEED
Signature(s) must be guaranteed by an
“eligible guarantor institution” meeting
the requirements of the Bond Registrar,
which requirements include membership
or participation in STAMP or such other
“signature guaranty program” as may be
determined by the Bond Registrar in
addition to or in substitution for STAMP,
all in accordance with the Securities
Exchange Act of 1934, as amended.
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EXHIBIT B
CONTINUING DISCLOSURE UNDERTAKING
This CONTINUING DISCLOSURE UNDERTAKING is made by the City of Bozeman,
Montana (the “City’) in connection with the issuance and delivery by the City of its $6,730,000
General Obligation Bonds, Series 2022 (the “Bonds”), as of this 30th day of June, 2022.
(a) Purpose and Beneficiaries. To provide for the public availability of certain
information relating to the Bonds and the security therefor and to permit D.A. Davidson & Co.,
of Great Falls, Montana (the “Purchaser”), 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 (the “SEC”) under the Securities Exchange Act of 1934
(17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from
time to time, the “Rule”), which will enhance the marketability of the Bonds, the City hereby
makes the following covenants and agrees, for the benefit of the Owners (as hereinafter defined)
from time to time of the outstanding Bonds, to provide annual reports of specified information
and notice of the occurrence of certain events to the Municipal Securities Rulemaking Board
(“MSRB”) through its Electronic Municipal Market Access system website (“EMMA”), as
hereinafter described. The City is the only “obligated person” in respect of the Bonds within the
meaning of the Rule for purposes of identifying the entities in respect of which continuing
disclosure must be made.
If the City fails to comply with this Continuing Disclosure Undertaking, any person
aggrieved thereby, including the Owners of any outstanding Bonds, may take whatever action at
law or in equity may appear necessary or appropriate to enforce performance and observance of
this Continuing Disclosure Undertaking, including an action for a writ of mandamus or specific
performance. Direct, indirect, consequential and punitive damages shall not be recoverable for
any default hereunder. Notwithstanding anything to the contrary contained herein, in no event
shall a default under this Continuing Disclosure Undertaking constitute a default under the
Bonds or under any other provision of the Bond Resolution.
As used herein, “Owner” means, in respect of a Bond, the registered owner or owners
thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as
hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such
beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used
herein, “Beneficial Owner” means, in respect of a Bond, any person or entity that (i) has the
power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
such Bond (including persons or entities holding Bonds through nominees, depositories or other
intermediaries), or (ii) is treated as the owner of the Bond for federal income tax purposes.
(b) Information To Be Disclosed. The City will provide, in the manner set forth in
section (c) hereof, either directly or indirectly through an agent designated by the City, the
following information at the following times and in the following manner:
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(1) Except as described in subsection (b)(2) below with regard to the District’s
audited financial statements for the fiscal year ended June 30, 2022, on or before 270 days
after the end of each fiscal year of the City, commencing with the fiscal year ending June
30, 2023, the following financial information and operating data in respect of the City
(the “Disclosure Information”). Such Disclosure Information may be unaudited and, for
financial statement information, shall be for the most recent completed fiscal year of the
City and, for operating data, shall be the operating data for the then most recent
completed fiscal year compiled by the City and publicly available under applicable data
privacy or other law:
(A) the audited financial statements of the City for the then most recent
completed fiscal year or, if unavailable, unaudited financial statements for the
then most recent completed fiscal year and submitting the audited financials
within ten (10) business days after receipt; and
(B) updated information for the City for the then most recent completed
fiscal year (commencing with fiscal year ending June 30, 2020), which may be
unaudited, compiled by the City on a customary basis and publicly available under
applicable data privacy or other law to include:
(1) general obligation bonds outstanding,
(2) assessed valuation,
(3) taxable valuation, and
(4) tax collection figures for the then most recent completed
fiscal year in format similar to the table in the Official Statement titled
“Tax Collections.”
(2) Because the Official Statement contains all of the information described
above under subsection (b)(1)(B) (some of which is unaudited) and contains the
unaudited financial statements for fiscal year ended June 30, 2022, the City will provide
only the audited financial statements of the City for fiscal year ended June 30, 2022, on or
before 270 days after the end of each fiscal year of the City or within 10 business days of
the receipt thereof if received after the deadline.
The audited financial statements of the City identified in paragraph (1)(A) above,
are to be prepared in accordance with generally accepted accounting principles or as
otherwise provided under laws of the State of Montana (the “State”), as such principles
may be changed from time to time as permitted by laws of the State. If and to the extent
such financial statements have not been prepared in accordance with such generally
accepted accounting principles for reasons beyond the reasonable control of the City, the
discrepancies will be noted.
If the audited financial statements (other than the audited financial statements for
fiscal year ended June 30, 2022) are not available by the date specified, the City shall
provide on or before such date unaudited financial statements in the format required for the
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audited financial statements as part of the Disclosure Information and, within 10 business
days after the receipt thereof, the City shall provide the audited financial statements. The
Disclosure Information may be provided in a single document or multiple documents,
and may be incorporated by specific reference to documents available to the public on the
internet website of the MSRB or filed with the SEC. Any or all of the Disclosure
Information may be incorporated by reference, if it is updated as required hereby, from
other documents, including official statements, which have been filed with the SEC or
have been made available to the public on the MSRB’s Electronic Municipal Market
Access system website (“EMMA”). The City shall clearly identify in the Disclosure
Information each document so incorporated by reference.
If any part of the Disclosure Information can no longer be generated because the
operations of the City have materially changed or been discontinued, such Disclosure
Information need no longer be provided if the City includes in the Disclosure Information
a statement to such effect; provided, however, if such operations have been replaced by
other City operations in respect of which data is not included in the Disclosure
Information and the City determines that certain specified data regarding such
replacement operations would be material (as hereinafter defined), then, from and after
such determination, the Disclosure Information shall include such additional specified
data regarding the replacement operations.
If the Disclosure Information is changed or this Continuing Disclosure
Undertaking is amended, then the City shall include in the next Disclosure Information to
be delivered pursuant to this Continuing Disclosure Undertaking, to the extent necessary,
an explanation of the reasons for the amendment and the effect of any change in the type
of financial information or operating data provided.
(3) In a timely manner not in excess of ten business days, notice of the
occurrence of any of the following events:
(A) principal and interest payment delinquencies;
(B) non-payment related defaults, if material;
(C) unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) substitution of credit or liquidity providers, or their failure to
perform;
(F) adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB), or other material notices or determinations with respect to the
tax status of the Bonds or other material events affecting the tax status of the Bonds;
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(G) modifications to rights of holders of the Bonds, if material;
(H) bond calls, if material, and tender offers;
(I) defeasances;
(J) release, substitution or sale of property securing repayment of the
Bonds, if material;
(K) rating changes;
(L) bankruptcy, insolvency, receivership, or similar event of the City;
(M) the consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of the assets of the City,
other than in the ordinary course of business, the entry into a definitive agreement
to undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material;
(N) appointment of a successor or additional trustee or the change of
name of a trustee, if material;
(O) incurrence of a financial obligation of the City, if material, or
agreement to covenants, events of default, remedies, priority rights, or other
similar terms of a financial obligation of the City, any of which affect security
holders, if material; and
(P) default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of the financial obligation of the
City, any of which reflect financial difficulties.
An event is “material” if it is an event as to which a substantial likelihood exists
that a reasonably prudent investor would attach importance thereto in deciding to buy,
hold or sell a Bond or, if not disclosed, would significantly alter the total information
otherwise available to an investor from the Official Statement, information disclosed in
the Bond Resolution or information generally available to the public. Notwithstanding
the foregoing sentence, an event is also “material” if it is an event that would be deemed
material for purposes of the purchase, holding or sale of a Bond within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the
occurrence of the event.
For purposes of paragraphs (O) and (P) above, the term “financial obligation”
means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or
pledged as security or a source of payment for, an existing or planned debt obligation; or
(iii) guarantee of either (i) or (ii). A “financial obligation” does not include municipal
securities for which a final official statement has been provided to the MSRB consistent
with the Rule.
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(4) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(A) the failure of the City to provide the Disclosure Information
described above under paragraph (b)(1) above at the time specified thereunder;
(B) the amendment or supplementing of this Continuing Disclosure
Undertaking, together with a copy of such amendment or supplement and any
explanation provided by the City; and
(C) any change in the fiscal year of the City.
(c) Manner of Disclosure. The he City agrees to make available the information
described in section (b) to the following entities by telecopy, overnight delivery, mail or other
means, as appropriate:
(1) To the MSRB, in an electronic format as prescribed by the MSRB from time to
time.
(2) To any rating agency then maintaining a rating of the Bonds and, at the expense of
such Bondowner, to any Bondowner who requests in writing such information, at
the time of transmission under paragraph (1) of this section (c), or, if such
information is transmitted with a subsequent time of release, at the time such
information is to be released.
(3) All documents provided to the MSRB pursuant to this section (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(d) Term; Amendments; Interpretation.
(1) This Continuing Disclosure Undertaking shall remain in effect so long as any
Bonds are outstanding.
(2) This Continuing Disclosure Undertaking (and the form and requirements of
the Disclosure Information) may be amended or supplemented by the City from time to
time, without notice to (except as provided in paragraph (b)(4) hereof) or the consent of
the Owners of any Bonds, by a resolution of the City Commission filed in the office of
the recording officer of the City accompanied by an opinion of Bond Counsel, who may
rely on certificates of the City and others and the opinion may be subject to customary
qualifications, to the effect that such amendment or supplement (a) is made in connection
with a change in circumstances that arises from a change in law or regulation or a change
in the identity, nature or status of the City or the type of operations conducted by the
City, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of
the Rule, assuming that such provisions apply to the Bonds.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of the
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reasons for the amendment and the effect, if any, of the change in the type of financial
information or operating data being provided hereunder.
(3) This Continuing Disclosure Undertaking is entered into to comply with the
continuing disclosure provisions of the Rule and should be construed so the undertaking
would satisfy the requirements of paragraph (b)(5) of the Rule.
(e) Limitation of Liability of the City. None of the agreements or obligations of the City
contained in this Continuing Disclosure Undertaking or in the Disclosure Information shall be
construed to constitute an indebtedness of the City within the meaning of any constitutional or
statutory provisions whatsoever or constitute a pledge of the general credit or taxing powers of
the City.
Dated: June 30, 2022
[Signature Blocks For Mayor and City
Manager]
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CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of
Bozeman, Montana (the “City”), hereby certify that the attached resolution is a true copy of
Resolution No. 5423, entitled: “RESOLUTION RELATING TO $6,730,000 GENERAL
OBLIGATION BONDS, SERIES 2022; DETERMINING THE FORM AND DETAILS,
AUTHORIZING THE EXECUTION AND DELIVERY AND LEVYING TAXES FOR
THE PAYMENT 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
meeting on June 28, 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 28th day of June, 2022.
Michael Maas
City Clerk
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