Resolution 6009 - Board of Investment Loan - Ambulance(GENERAL FUND LOAN)
RESOLUTION AUTHORIZING PARTICIPATION IN THE INTERCAP PROGRAM
CERTIFICATE OF MINUTES RELATING TO
RESOLUTION NO. 6009
Issuer: City of Kalispell
Kind, date, time and place of meeting: A regular meeting held on January 4, 2021 at 7 o'clock p.m. in
Kalispell, Montana.
Members present: C ar(son, [-�a rie,�� O c44ex, k-'l ve.s ne,r C-1 ra,L�A m G.o vcQ
Members �.�e_*. N onnP01, �/A-k�r►r,�,�� + Ala r 73 ohnSo►1
RESOLUTION NO.6009
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE
TENDER OPTION MUNICIPAL FINANCE CONSOLIDATION ACT BONDS
(INTERCAP REVOLVING PROGRAM), APPROVING THE FORM AND TERMS OF
THE LOAN AGREEMENT AND AUTHORIZING THE EXECUTION AND
DELIVERY OF DOCUMENTS RELATED THERETO
I, the undersigned, being the fully qualified and acting recording officer of the public body
issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto,
as described above, have been carefully compared with the original records of the public body in my legal
custody, from which they have been transcribed; that the documents are a correct and complete transcript
of the minutes of a meeting of the governing body at the meeting, insofar as they relate to the obligations;
and that the meeting was duly held by the governing body at the time and place and was attended throughout
by the members indicated above, pursuant to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this 4th day of January, 2021.
4Aiiee Brunckhorst, CMC
City Clerk
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RESOLUTION NO.6009
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE
TENDER OPTION MUNICIPAL FINANCE CONSOLIDATION ACT BONDS
(INTERCAP REVOLVING PROGRAM), APPROVING THE FORM AND TERMS
OF THE LOAN AGREEMENT AND AUTHORIZING THE EXECUTION AND
DELIVERY OF DOCUMENTS RELATED THERETO
BE IT RESOLVED BY THE CITY COUNCIL (the Governing Body) OF THE CITY OF
KALISPELL (the Borrower) AS FOLLOWS:
ARTICLE I
DETERMINATIONS AND DEFINITIONS
Section 1.01. Definitions. The following terms will have the meanings indicated below
for all purposes of this Resolution unless the context clearly requires otherwise. Capitalized terms used in
this Resolution and not defined herein shall have the meanings set forth in the Loan Agreement.
Adjusted Interest Rate means the rate of interest on the Bonds determined in accordance
with the provisions of Section 3.03 of the Indenture.
Authorized Representative shall mean the officers of the Borrower designated and duly
empowered by the Governing Body and set forth in the application.
Board shall mean the Board of Investments of the State of Montana, a public body
corporate organized and existing under the laws of the State and its successors and assigns.
Program.
Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as amended.
Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the
Borrower shall mean the Borrower above named.
Indenture shall mean that certain Indenture of Trust dated March 1, 1991 by and between
the Board and the Trustee pursuant to which the Bonds are to be issued and all supplemental indentures
thereto.
Loan means the loan of money by the Board to the Borrower under the terms of the Loan
Agreement pursuant to the Act and the Borrower Act and evidenced by the Note.
Loan Agreement means the Loan Agreement between the Borrower and the Board,
including any amendment thereof or supplement thereto entered into in accordance with the provisions
thereof and hereof.
Loan Agreement Resolution means this Resolution or such other form of resolution that
the Board may approve and all amendments and supplements thereto.
Loan Date means the date of closing a Loan.
Loan Rate means the rate of interest on the Loan which is initially 2.50% per annum
through February 15, 2021 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds and up to
1.50% per annum as necessary to pay Program Expenses.
Note means the promissory note to be executed by the Borrower pursuant to the Loan
Agreement, in accordance with the provisions hereof and thereof, in substantially the form set forth in the
Promissory Note, or in such form that may be approved by the Board.
Pry shall mean the INTERCAP Program of the Board pursuant to which the Board
will issue and sell Bonds and use the proceeds to make loans to participating Eligible Government Units.
Project shall mean those items of equipment, personal or real property improvements to be
acquired, installed, financed or refinanced under the Program as set forth in the Description of the
Project/Summary of Draws.
Security Instrument means a security agreement in substantially the form set forth, and, a
Uniform Commercial Code financing statement, in a form acceptable to the Board and the Trustee granting
a security interest in, or a lien on, the property constituting the Project or other real or personal properties
added to or substituted therefor.
Trustee shall mean U. S. Bank National Association (formerly known as First Trust
Company of Montana National Association) and its successors.
Section 1.02. Authority. The Borrower is authorized to undertake the Project and is further
authorized by the Borrower Act to enter into the Loan Agreement for the purpose of obtaining a loan to
finance or refinance the acquisition and installation costs of the Project.
Section 1.03. Execution of Agreement and Delivery of Note. Pursuant to the Indenture
and the Board Act, the Board has issued and sold the Bonds and deposited a part of proceeds thereof in the
Loan Fund held by the Trustee. The Board has, pursuant to the Term Sheet, agreed to make a Loan to the
Borrower in the principal amount of $190,000.00 and upon the further terms and conditions set forth herein,
and as set forth in the Term Sheet and the Loan Agreement.
ARTICLE II
THE LOAN AGREEMENT
Section 2.01. Terms. (a) The Loan Agreement shall be dated as of the Loan Date, in the
principal amount of $190,000.00 and shall constitute a valid and legally binding obligation of the Borrower.
The obligation to repay the Loan shall be evidenced by a Promissory Note. The Loan shall bear interest at
the initial rate of 2.50% per annum through February 15, 2021 and thereafter at the Adjusted Interest Rate,
plus up to 1.50% per annum as necessary to pay the cost of administering the Program (the Program
Expenses). All payments may be made by check or wire transfer to the Trustee at its principal corporate
trust office.
(b) The Loan Repayment Dates shall be February 15 and August 15 of each year.
(c) The principal amount of the Loan may be prepaid in whole or in part provided that
the Borrower has given written notice of its intention to prepay the Loan in whole or in part to the Board
no later than 30 days prior to the designated prepayment date.
(d) The Prepayment Amount shall be equal to the principal amount of the Loan
outstanding, plus accrued interest thereon to the date of prepayment.
(e) Within fifteen days following an Adjustment Date, the Trustee shall calculate the
respective amounts of principal and interest payable by each Borrower on and with respect to its Loan
Agreement and Note for the subsequent August 15 and February 15 payments, and prepare and mail by
first class mail a statement therefor to the Borrower.
Section 2.02. Use and Disbursement of the Proceeds. The proceeds of the Loan will be
expended solely for the purposes set forth in the Description of the Project/Summary of Draws. The
proceeds from the sale of the Note to the Board shall remain in the Borrower's Account pending
disbursement at the request of the Borrower to pay the budgeted expenditures in anticipation of which the
Note was issued. Requests for disbursement of the Loan shall be made to the Board. Prior to the closing
of the Loan and the first disbursement, the Borrower shall have delivered to the Trustee a certified copy of
this Resolution, the executed Loan Agreement and Note in a form satisfactory to the Borrower's Counsel
and the Board's Bond Counsel and such other certificates, documents and opinions as set forth in the Loan
Agreement or as the Board or Trustee may require. The Borrower will pay the loan proceeds to a third
party within five business days after the date they are advanced (except for proceeds to reimburse the
Borrower for previously paid expenditures, which are deemed allocated on the date advanced).
Section 2.03. Payment and Security for the Note. In consideration of the making of the
Loan to the Borrower by the Board, the provisions of this Resolution shall be a part of the Agreement of
the Borrower with the Board. The provisions, covenants and Agreements herein set forth to be performed
by or on behalf of the Borrower shall be for the benefit of the Board. The Loan Agreement and Note shall
constitute a valid and legally binding obligation of the Borrower and the principal of and interest on the
Loan shall be payable from the general fund of the Borrower, and any other money and funds of the
Borrower otherwise legally available therefor. [The repayment of the Loan shall be secured by a security
interest in the Project being financed.] The Borrower shall enforce its rights to receive and collect all such
taxes and revenues to insure the prompt payment of the Borrower obligations hereunder.
Section 2.04. Representation Regarding the Property Tax Limitation Act. The Borrower
recognizes and acknowledges that the amount of taxes it may levy is limited by the state pursuant to Section
15-10-402, et. seq. (the Property Tax Limitation Act). The Borrower is familiar with the Property Tax
Limitation Act and acknowledges that the obligation to repay the Loan under the Agreement and Note are
not exceptions to the provisions of the Property Tax Limitation Act. The Borrower represents and
covenants that the payment of principal of and interest on the Loan can and will be made from revenues
available to the Borrower in the years as they become due, notwithstanding the provisions of the Property
Tax Limitation Act.
Section 2.05. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that in
order to meet its obligation to repay the Loan and all other payments hereunder that it will budget, levy
taxes for and appropriate in each fiscal year during the term of the Loan an amount sufficient to pay the
principal of and interest hereon within the limitations of the Property Tax Limitation Act, as may be
amended, and will reduce other expenditures if necessary to make the payments hereunder when due.
ARTICLE III
CERTIFICATIONS, EXECUTION AND DELIVERY
Section 3.01. Authentication of Transcript. The Authorized Representatives are
authorized and directed to prepare and furnish to the Board and to attorneys approving the validity of the
Bonds, certified copies of this Resolution and all other resolutions and actions of the Borrower and of said
officers relating to the Loan Agreement, the Note, the Security Agreement and certificates as to all other
proceedings and records of the Borrower which are reasonably required to evidence the validity and
marketability of the Note. All such certified copies and certificates shall be deemed the representations and
recitals of the Borrower as to the correctness of the statements contained therein.
Section 3.02. Legal Opinion. The attorney to the Borrower is hereby authorized and
directed to deliver to the Board at the time of Closing of the Loan his or her opinion regarding the Loan,
the Loan Agreement, the Note and this Resolution in substantially the form of the opinion set forth in the
Attorney's Opinion.
Section 3.03. Execution. The Loan Agreement, Note, Security Agreement and any other
document required to close the Loan shall be executed in the name of the Borrower and shall be executed
on behalf of the Borrower by the signatures of the Authorized Representatives of the Borrower.
PASSED AND APPROVED by the City Council of the City of Kalispell, this 4th day of
January, 2021.
L�
Mark Aahpkon
Mayor
Attest:
AirAee Brunckhorst, CMC
City Clerk
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