Resolution 3944 - Participation in Intercap - Computer12
RESOLUTION NO. 3944
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS INTERMEDIATE TERM CAPITAL PROGRAM
BE IT RESOLVED By THE (the Governing
Body) :
IRTI . CLC 1. DETERMINATIONS AND DEFINITIONS.
�er.tionl-01- oef in! tions - d below for all
The following terms will have the meanings indicate
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 Contract.
"Adjusted Interest Ratell means the rate of interest on the Bonds
determin d in accordance with the provisions of Section 3.03 of the
Indenture.
IlBoard" shall . mean the Board of Investments and any successor to
its functions. mean Section 2-15-1805, Title 17, Chapter 5,
"Board Act" shall
Part 1�:,—M�CA, as amended.
"Bondsil shall mean the Bonds issued by the Board pursuant to the
Indenture to finance the Program.
OB orrcwpr H shall mean the Borrower above named.
shall mean (i) with respect to a county, Sections
"Borrower Act" ect to a city or town,
(ii) with resP
7-5-23-T6 and 775-2307, M.C.A., to a school district,
Section 7-5-4306, M.C.A., (iii) with respect
M.C.A., 1(iv) with respect to a rural fire district,
Section 20-9-471, (v) with respect to a county water and
Section 7-33-2109, M.C.A., M.C.A., (vi)
sewer district, Sections 7-13-2217(d) and 7-13 2221(3), M.C.A., and
espect to a hospital district, Section 7-34-2122,
with r m time to time, that authorizes a
(vii) any other statute enacted, fro . tent with the
Local Government Unit to borrow money on terms consis
Program.
"Contract Resolution" means this resolution or such other form of
approve and all amendments and
Resolution that the issuer may
supplements thereto.
"Indenturell shall mean the Indenture of Trust dated July 14, 1988
suant to which the Bonds are to be
betwee;—t—hj--B`oard and the Trustee pur
issued and all supplements thereto.
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"Installment Purchase Contract" or "Contract" means the
Installment Purchase Contract between the Borrower and the Board,
-including any amendment thereof or supplement thereto entered into in
accordance with the provisions thereof and hereof, in substantially the
form set forth by the Board of Investments.
"Loan" means the loans of money by the Board to the Borrower
under the terms of the Contract pursuant to the Act and the Borrower
Act and evidenced by the Note.
"Loan Date" means the date of Closing a Loan.
"Loan Rate" means the rate of
initially 7.95 percent per annum and
Adjusted Interest Rate on the Bonds
necessary to pay Program Expenses.
interest ' on the loan which is
thereafter a rate equal to the
and up 1.5 percent per annum as
"Local Government Unit" shall mean a city, town, county or
consolidated city -county, water and sewer districts, fire districts,
county hospital districts, and school districts organized and existing
under the laws of the State and other governmental entities authorized
by the Issuer to participate in the Program.
"Note 11 or "Notes" means the note to be executed and delivered by
each Borrower pursuant to the Contract and the Indenture, in
accordance with the provisions hereof and thereof, in substantially the
form set forth in Exhibit C to the Contract, or in such form that may
be approved by the Issuer.
"Program" shall mean the Intermediate Term Capital Program of the
Board 'Pursuant to which the Board will issue and sell Bonds and use
the proceeds to make loans to participating Local Government Units
pursuant to Installment Purchase Contracts.
'Tn2jectl' shall mean those items of equipment, personal or real
property improvements to be acquired, installed, financed under the
Program as set forth on Exhibit A to the Contract.
"Security Instrument" means a security agreement in substantially
the form set forth in Exhibit H to the Contract, 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 First Trust Company of Montana and its
successors.
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Section 1.02. Authority -
The -Borrower is authorized by the Borrower Act to enter into an
Installment Purchase Contract for the purpose of obtaining a loan to
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finance or refinance the costs of acquiring or installing equipment and
personal and real property improvements.
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Section 1.03. Execution of Contract 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 to the Loan
rund held by the Trustee. The Board has, pursuant to the Commitment
Agreement. agreed to make a Loan to the Borrower in the principal
amount of and upon the further terms and
conditions set forth herein, in the Commitment Agreement and. in the
Installment Purchase Contract.
ARTICLE 11. THE CONTRACT.
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Section 2.01, Form.
The Contract issued hereunder shall be prepared in substantially
the form provided by the Board of Investments.
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Section 2.02.
Terms.
(a) The Contract shall be dated as of the Loan Date, shall be
issued in registered. form in the principal amount of $ 68,674.30 '
and legally binding obligation of the
.ind shall constitute a valid
Borrower. The obligation to repay the Loan shall be evidenced by a
Note which shall be in the form of Exhibit C to the Contract. The Loan
,hall bear interest at the initial rate 7.95 percent per annum through
February 28. 1988 and hereafter at the Adjusted Interest Rate, plus UP
to 1.5 percent 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.
M The Loan Repayment Dates shall be February 15 and August 15
of each year with the first Loan Repayment Date determi . ned as follows:
M If the Loan Date is less than 120 calendar days
preceding a Loan Repayment Date, the first Loan Repayment will be
t -hat Loan Repayment Date, but the first Loan Repayment shall be an
interest only payment.
(ii) If the Loan Date is less than 60 calendar days preceding
a Loan Repayment Date, the first Loan Repayment Date shall be the
next following Loan Repayment Date, and the Loan Repayment shall
be an interest and principal payment.
(iii) In all other instances the first Loan Repayment shall
I)e due on the first Loan Repayment Date occurring after the Loan
Date and shall consist of both a principal and interest payment.
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(c) The term of the Loan Repayments cannot extend over a period
of five years, with the five year period commencing on the date of the
first Loan Repayment Date.
(d) The principal amount of the Loan may be prepaid in whole or
in part (if in part, in the amount of $50,000 or any integral multiple
of $1o,000 over $50,000) by paying the Prepayment Amount on February 15
and August 15 of each year, commencing February 15, 1988 or if the
fifteenth is not a business day, on the next succeeding Business Day,
provided that the Borrower has given written notice of its intention to
prepay the Loan in whole or in part to the Trustee and the Issuer no
later than 30 days prior to the designated prepayment date.
(e) The Prepayment Amount shall be equal to the principal amount
of the Loan outstanding, plus accrued interest thereon to the date of
prepayment plus a prepayment penalty (expressed as a percentage of the
principal amount of the loan outstanding) as follows:
If Loan is Prepaid LaLl—t-1
Prior to the first anniversary 2.5%
of the Loan Date
Prior to the second anniversary 2.0%
of the Loan Date
Prior to the third anniversary 1-.5%
of the Loan Date
Prior to the fourth anniversary 1.0%
of the Loan Date
Prior to the fifth anniversary
of the Loan Date
(f) Within 15 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 Contract and Note
for the subsequent Au�ust 15 and February 15 payments, and prepare and
mail by first class mail a statement therefor to the Borrowe r with a
copy to the Issuer.
Section 2.03. Use and Disbursement of the.Proceeds.
The proceeds of the Loan will be expended solely for the purposes
set forth in Exhibit A to the Contract. The proceeds from the s ' ale 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. Proceeds of
the Loan held by the Borrower pending expenditure shall not be invested
in interest bearing obligations, unless such obligations are: (a) tax
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exempt obligations; (b) State or local government securities (SLGs), or
(c) tax-exempt money market obligations. Requests for disbursement of
the Loan shall be made in writing to the Trustee on a form approved by
the Trustee. 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 Contract and Note in
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 Contract or as the Board or Trustee may require.
Section 2.04. Payment and Security for the Note.
In consideratio n of the making of the Loan to the Borrower by the
Board, the provisions of this Resolution shall be a part of the
contract 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 Contract 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
qeneral 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 2.05. Covenant to Levy Taxes.
The Borrower acknowledges, pursuant to the Contract that in order
to meet its obligations under the Contract, it will:
(a) budget, levy taxes for and appropriate in each fiscal year
during the term of the Contract an amount sufficient to pay the
principal of and interest on the Loan;
(b) adjust rates and charges of any revenue producing
enterprises, as may be required to pay the principal and interest
thereon, if such revenues are to be used to pay the costs of the bonds.
ARTICLE Ill. CERTIFICATIONS. EXECUTION AND DELIVERY.
Section 3.01. Authentication of Transcript.
The Mayor and City Clgrk - - I
and other officers of the Borrower, 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 Commitment Agreement, the Contract, 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
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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 Contract, the Note and this Resolution
is substantially in the form of the opinion set for as Exhibit D to the
Contract.
Section 3.03.
Execution.
The Contract; 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 behal f of the Borrower by the
signatures of the Mayor or City Manager and City Treasure.r or -City
Finance Director (Cityll [Chairman of Board of County Commissioners,
County Treasurer and County Clerk and Recorder (Coun y)]LChairperson of
the Board of Trustees and Clerk of the District (School District)]
Tc—hairperson of the special District and District Clerk (Special
DistriSLU (Please insert the appropriate names and titles)
Mayor - and the city Clerk/Treasurer ._, and the sea] of
the Borrower affixed thereto.
PASSED AND APPROVED by the Kalispell city council
this _8th day Of August 1990
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By
Attest: Its ma�ioH
By I A&/
Its —City 'Clerk�Treasurer
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Member Nystul introduced the above resolution
and moved i ts acceptance.. Member Larnon seconded the
motion and the fol lowing members voted in favor thereof:
Lauren Granmo, Noel Furlong, Duane Larson, John Gunnerson, Gary Nvstul,
Fred Buck, Barbara Moscs and Jim Atkinson
the following members voted against the same:
Absent: none
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