Resolution 5942 - Immanuel Lutheran Successor TrusteeCERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of
Kalispell, Montana (the "City"), hereby certify that the attached resolution is a true copy of
Resolution 5942 entitled: "RESOLUTION RELATING TO THE APPROVAL OF A SUCCESSOR
TRUSTEE FOR CONDUIT REVENUE BONDS PREVIOUSLY ISSUED FOR THE BENEFIT OF
THE IMMANUEL LUTHERAN CORPORATION OF KALISPELL, MONTANA" (the
"Resolution"), on file in the original records of the City in my legal custody; that the Resolution was
duly adopted by the City Council of the City at a meeting on September 3, 2019, and that the meeting
was duly held by the City Council 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been amended or repealed.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 Council
members voted in favor thereof- Kkn+g S9LV yLt (A jA.�m � r G-_ jI
GMt-%Av j �t a jVW rrdq�"�' �, Kluesne.t;/l/t cL6 eo�Y
voted against the same: �pj�Spn
abstained from voting thereon: ;
or were absent: CCL ykoon ;
WITNESS my hand and seal officially this 3rd day of September, 2019.
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Aime Brunckhorst, CMC
City C erk
RESOLUTION NO.5942
RESOLUTION RELATING TO THE APPROVAL OF A SUCCESSOR TRUSTEE FOR
CONDUIT REVENUE BONDS PREVIOUSLY ISSUED FOR THE BENEFIT OF THE
IMMANUEL LUTHERAN CORPORATION OF KALISPELL, MONTANA
BE IT RESOLVED by the City Council (the "City Council") of the City of Kalispell, Montana (the
"City"), as follows:
Section 1. Recitals.
1.01 On May 18, 2017, the City issued its: (i) Housing and Healthcare Facilities Revenue Bonds
(Immanuel Lutheran Corporation Project), Series 2017A (Tax Exempt) (the "Series 2017A Bonds") in the
original aggregate principal amount of $59,230,000; (ii) Housing and Healthcare Facilities Revenue Bonds
(Immanuel Lutheran Corporation Project), Series 2017B Tax Exempt Mandatory Paydown Securities
(TEMP 50'm) (the "Series 2017B Bonds") in the original aggregate principal amount of $5,000,000; and
(iii) Housing and Healthcare Facilities Revenue Bonds (Immanuel Lutheran Corporation Project), Series
2017C (Federally Taxable) (the "Series 2017C Bonds) in the original aggregate principal amount of
$1,150,000. The Series 2017A Bonds, the Series 2017B Bonds and the Series 2017C Bonds are collectively
referred to herein as the "Series 2017 Bonds." The Series 2017B Bonds were repaid and redeemed in
November 2018. The Series 2017 Bonds were issued for the benefit of Immanuel Lutheran Corporation of
the City of Kalispell, Montana (the "Borrower") pursuant to (i) Montana Code Annotated, Title 90 Chapter
5 Part 1, as amended (the "Act"), and (ii) a Bond Indenture, dated as of May 1, 2017 (the "Bond Indenture"),
between the City and U.S. Bank National Association, as bond trustee (the "2017 Bond Trustee"). The
proceeds of the Series 2017 Bonds loaned by the City to the Borrower and were used by the Borrower to
provide financing to the Borrower to finance/refinance the Borrower's senior living community.
The Series 2017 Bonds are special, limited obligations of the Borrower payable solely from the
revenues of the Borrower pledged thereto under the terms of the Bond Indenture. The Series 2017 Bonds
are not a general or moral obligation of the City and the full, faith and credit (including the taxing power)
of the City are not pledged to the payment of the Series 2017 Bonds.
1.02 The Series 2017 Bonds and the interest payable thereon are further secured by the Series
2017 Obligation issued by the Borrower under a Master Trust Indenture, dated as of May 1, 2017, as
supplemented by a First Supplemental Master Trust Indenture, dated as of May 1, 2017 (as supplemented,
the "Master Indenture"), each between the Borrower and U.S. Bank National Association, as master trustee
(the "Master Trustee").
1.03 The Borrower would like to remove the current 2017 Bond Trustee and the Master Trustee
and appoint Zions Bancorporation, National Association dba Zions Bank, as successor 2017 Bond Trustee
and Master Trustee (the "Successor Trustee") to replace the original 2017 Bond Trustee and Master Trustee
in such capacities under the Bond Indenture and Master Indenture.
1.04 The Borrower has requested that the City consent to such substitution and enter into an
Agreement of Removal, Appointment and Acceptance, dated as of July 31, 2019 (the "Agreement"), by and
among the City, the Borrower, B.C. Ziegler and Company, the 2017 Bond Trustee/Master Trustee, and the
Successor Trustee.
1.05 The City has been advised by Ballard Spahr LLP, as bond counsel to the City, that the
City's execution and delivery of the Agreement is authorized under the Bond Indenture and the Master
Indenture and will not violate the Bond Indenture or the Master Indenture or adversely affect the tax-exempt
status of the outstanding Series 2017A Bonds.
BE IT RESOLVED by the City Council of the City as follows:
1. The City hereby approved the execution of the Agreement by the Mayor and attested to by
the City Manager. The City hereby consents to the appointment of the Successor Trustee and the
replacement of the original 2017 Bond Trustee and the Master Trustee.
2. If for any reason the Mayor is unable to execute and deliver the Agreement, any other
member of the City Council, or any officer of the City duly delegated to act on behalf of the Mayor, may
execute and deliver the Agreement with the same force and effect as if such document was executed by the
Mayor. If for any reason the City Manager is unable to execute and deliver the Agreement, the Agreement
may be executed and delivered by the City Clerk, any member of the City Council, or any officer of the
City duly delegated to act on behalf of the City Manager, with the same force and effect as if such
Agreement was executed and delivered by the City Manager.
This resolution shall be in full force and effect from and after its passage.
PASSED by the City Council of the City of Kalispell, Montana this 31 day of September, 2019.
Mark Johnso
Mayor
ATTEST:
AimJe Brunckhorst, CMC
City Clerk
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