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Resolution 4060 - Immanuel Lutheran Bonds411 RESOLUTION NO. 4060 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF HOUSING FACILITIES REFUNDING REVENUE BONDS TO PROVIDE REFINANCING FOR BUFFALO HILL 'TERRACE PROJECT ON BEHALF OF IMMANUEL LUTHERAN CORPORATION OF KALISPELL, MONTANA BE YT RESOLVED by the City Council of the City of Kalispell, Montana (the "City"), as follows: 1. Autharitk. The City is, by the Constitution and laws of the State of Montana, including Montana Code Annotated, Title 90, Chapter 5, Part 1, as amended (the "Act"), authorized to issue and sell its revenue bonds and its refunding revenue bonds for the purpose of financing and refinancing costs of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. Authorizi n of Refunding*. Immanuel Lutheran Corporation of Kalispell, Montana, a Montana nonprofit corporation (the "Borrower"), has proposed that the City issue and sell its Housing Facilities Refunding Revenue Bonds (Buffalo Hill Terrace Project), Series 1992, in substantially the form set forth in the hereinafter - mentioned Trust Indenture (the "Bonds"), pursuant to the Act, and lend the proceeds thereof to the Borrower in order to provide refinancing for a senior housing project located at 40 Claremont Street in the City (herein referred to as the "Project"), by refunding, in advance of their stated maturities, the City's outstanding First Mortgage Housing Revenue Bonds (Immanuel Lutheran Home Project), Series 1987 (the "Refunded Bonds"). Forms of the following documents relating to the Bonds and the Project have been submitted to the City and are now on file in the office of the Finance Director: (a) Loan Agreement (the "Loan Agreement') dated as of August 1, 1992, between the City and the Borrower, whereby the City agrees to make a loan to the Borrower of the gross proceeds of issuance of the Bonds, and the Borrower agrees, among other things, to make or cause to be made Loan Repayments in amounts and at times sufficient to provide for the full and prompt payment of all principal of, premium, if any, and interest on the Bonds; (b) Trust Indenture (the "Trust Indenture") dated as of August 1, 1992, between the City and First Trust Company of Montana, as Trustee, pledging, inter alia, the revenues to be derived from the Loan Agreement and Letter of Credit referred to hereinafter as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; (c) Letter of Credit (the "Letter of Credit") to be dated the date of issuance of the Bonds and issued by Norwest Bank Minnesota, National Association (the "Bank"), supporting payment of the principal of, Purchase Price for, and up to 210 days' accrued . interest on the Bonds (this document not to be executed by the City); and 412 (d) Remarketing Agreement (the "Remarketing Agreement") dated as of August 1, 1992, between the Borrower .and Norwest Investment Services, Inc., as remarketing agent (in such capacity, the "Remarketing Agent"), providing for the remarketing of the Bonds on the Mandatory Purchase Date (as defined in the Indenture) by the Remarketing Agent (this document not to be executed by the City); and (e) Bond Purchase Agreement (the "Bond Purchase Agreement") between Norwest Investment Services, Inc. (in such capacity, the "Underwriter"), the Borrower and the City, providing for the purchase of the Bonds by the Underwriter and setting forth the terms and conditions of purchase; and (f) Preliminary Official Statement and form of final Official Statement (the form of preliminary Official Statement, together with the insertion of such underwriting details with respect to the Bonds as the interest rates to be borne thereby, and such further modifications as may be necessary, intended to constitute the form of the final Official Statement), pursuant to which a description is given of the offer of the Bonds, certain terms and provisions of the foregoing documents, and certain information concerning the Bank and the Borrower, as provided by the Bank and the Borrower (together the "Official Statement"). I i in . It is hereby found, determined and declared that: (a) The project, as described in paragraph 2 above and as more fully described in the Loan Agreement, constitutes a project authorized by and described in the Act. (b) The purpose and effect of the Project is to promote the public welfare by assisting with and enhancing the provision of housing and related facilities and services to senior citizens in the community, and promoting economies, including financing economies, in connection therewith, all of which are hereby declared to be and constitute public purposes. (c) The issuance and sale of the Bonds, the execution and delivery of the Loan Agreement, the Bond Purchase Agreement and the Trust Indenture and the performance of all covenants and agreements of the City contained in the Bonds, the Bond Purchase Agreement, the Loan Agreement and the Trust Indenture, and of all other acts and things required under the Constitution and laws of the State of Montana to make the Loan Agreement, the Bond Purchase Agreement, the Trust Indenture and the Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (d) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Project or to the Bonds, the Loan Agreement, the Bond Purchase Agreement or the Trust Indenture or questioning the organization, powers or authority of the City. 413 (e) The execution, delivery and performance of the City's obligations under the Bonds, the Trust Indenture, the Bond Purchase Agreement and the Loan Agreement have been fully authorized by all requisite action and do not and will not violate any law, any charter or ordinance provision, any order of any court or other agency of government, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (f) It is desirable that the Bonds be issued by the City upon the terms set forth in the Trust Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (g) The Loan Agreement requires the Borrower to make or cause to be made payments to the Trustee in such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement obligates the Borrower to provide for the payment of operation and maintenance expenses of the Project, including adequate insurance, taxes and special assessments. Under the Indenture, no reserve fund for the Bonds is required to be established. (h) Under the provisions of the Act, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Letter of Credit and the Loan Agreement and moneys in the funds and accounts held by the Trustee which are pledged to the payment thereof; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; and each Bond issued under the Trust Indenture shall recite that such Bond, including interest therm, does not constitute or give rise to a pecuniary liability of the City or a charge against the general credit or taking powers of the City. (i) In accordance with Section 90-5-106 of the Act, it is hereby determined and found that the amounts necessary to pay the principal of and the interest on the Bonds are as set forth in the Indenture and the Letter of Credit and that, in accordance with the provisions thereof, each payment of the principal of and interest on the Bonds is to be paid when due pursuant to a draw made by the Trustee under the Letter of Credit. 0) Prior to the adoption hereof, the City held a public hearing on the issuance of the Bonds in accordance with all applicable provisions of law, at which hearing all persons present were afforded an opportunity to express their views with regard to the Project and the issuance of the Bonds, and notice of such hearing was duly published in the official newspaper of the City not less than 14 days in advance of the hearing. 0 414 q, of . The forms of Loan Agreement, Trust Indenture, Letter of Credit, Remarketing Agreement and Bond Purchase Agreement referred to in paragraph 2 are approved. The Loan Agreement and Trust Indenture shall be executed in the name and on behalf of the City by one or more officers of the City, including but not limited to the Manager and the Finance Director, in substantially the forms on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. The Bond Purchase Agreement shall be signed by one or more officers of the City, as provided therein. Copies of all documents shall be delivered and filed as provided therein. 5. al. Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bonds, upon the terms and conditions, and bearing the provisions and in the form set forth, in the Trust Indenture, as such proposed form of Trust Indenture is currently on file, and as such proposed form may be modified prior to the issuance of the Bonds in accordance with the provisions hereof, and such terms are hereby incorporated in this Resolution and made a part hereof, provided, however, that in no event shall the aggregate principal amount of the Bonds. exceed $6,800,000, or shall the Bonds bear a net interest cost in excess of 6.80% per annum. The Bonds are to be purchased by the Underwriter pursuant to the Bond Purchase Agreement, at the purchase price set forth therein, and said purchase price is hereby found to be reasonable and is hereby accepted. The Manager, the Finance Director, and other officers of the City are authorized and directed to prepare and execute the Bonds as prescribed in the Trust Indenture. Such signatures may be made either manually or by facsimile as provided in the Trust Indenture and by applicable law. When so prepared and executed, the Bonds shall be delivered to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.09 of the Trust Indenture, for authentication and delivery to the Underwriter. As provided in the Trust Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall, to the extent provided by law, be conclusive evidence of the validity and regularity of the issuance thereof. 6. Official Statement. The City hereby consents to the use by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy or completeness of such information. 7. Certifi tc _e_s. gtc, The Mayor, Manager and Finance Director, and other officers of the City, are authorized and directed to prepare and furnish to bond counsel and the original purchaser of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 415 8. BankQualiftp_Bonds. The Bonds are hereby designated as "qualified tax- exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Bonds are to be issued on behalf of an organization described in Section 501(c)(3) of the Code and are to be issued as "qualified 501(c)(3) bonds' under Section 145 of the Code. The City, together with all subordinate entities thereof, does not reasonably expect to issue tax-exempt obligations, including the Bonds (other than private activity bonds not constituting "qualified 501(c)(3) bonds'), which, when added together with all such obligations heretofore issued by the City, or such subordinate entities, in calendar year 1992, will be in an aggregate amount exceeding $10,000,000 in calendar year 1992. 9. Effective Date. This Resolution shall be effective immediately upon its adoption. PASSED BY THE CITY COUNCIL OF THE CITY OF KALISPELL AND APPROVED BY THE MAYOR THIS 3rd DAY OF AUGUST, 1992. ATTEST: �.�.....� MPFDl240 ..1 0