I2. Res. 6182, solid waste bondKALISPELL
CITY OF
City of Kalispell
Post Office Box 1997 - Kalispell, Montana 59903-1997
Telephone (406) 758-7701 Fax - (406) 758-7758
REPORT TO: Doug Russell, City Manager
FROM: Aimee Cooke, Finance Director
SUBJECT: Resolution No. 6182 — Authorizing Loan with the Montana Board of
Investments for Annual Purchase of Budgeted Equipment
MEETING DATE: February 5, 2024 — Regular Council Meeting
BACKGROUND: The City utilizes the Montana Board of Investments (BOI) Intercap
Loan Program to assist it in making purchases of needed equipment. This helps the City in
managing the consistency of its cash flows. The use of this program was again anticipated and
calculated into the fiscal year 2024 budget that was presented and approved by Council.
The maximum amount of the loan is $457,200 and is for a term of up to five years. The initial
rate is 5.75% and may be adjusted annually by the BOI based upon the market. The City may
elect, at any time, to prepay the loan upon giving 30 days' notice. The interest obligation on the
loan begins upon making a draw and only to the extent of the draws that are made. As of this
date the Solid Waste Department has completed the purchase of a garbage truck for $457,178. It
is the intent to make a draw on the loan for this amount so payments may be made over the term
of up to five years.
RECOMMENDATION: It is recommended that the City Council, by means of Resolution
6182, authorize the City Manager to execute the necessary agreements included in this packet to
finalize this loan with the Montana Board of Investments Intercap Loan Program.
FISCAL IMPACT: The debt service on the loan proceeds is currently 5.75% and may be
adjusted annually. The City may elect to prepay the loan at any time if it becomes apparent that
the advantage of the cash flow control is outweighed by the cost of loan. The initial annual debt
service will be approximately $107,665.
ATTACHMENTS: Resolution 6182
Loan Agreement
Supporting Documents
www.kalispell.com
(GENERAL FUND LOAN)
RESOLUTION AUTHORIZING PARTICIPATION IN THE INTERCAP PROGRAM
CERTIFICATE OF MINUTES RELATING TO
RESOLUTION NO. 6182
Issuer: City of Kalispell
Kind, date, time and place of meeting: A regular meeting held on February 5, 2024 at 7 o'clock
p.m. in Kalispell, Montana.
Members present:
Members absent:
RESOLUTION NO. 6182
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE
MUNICIPAL FINANCE CONSOLIDATION ACT EXTENDABLE BOND
(INTERCAP LOAN 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 day of
2024.
By.
Its
RESOLUTION NO. 6182
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE
MUNICIPAL FINANCE CONSOLIDATION ACT EXTENDABLE BOND
(INTERCAP LOAN 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 INTERCAP Bond
determined in accordance with the Board Resolution.
Authorized Representative shall mean the officers of the Borrower designated and
duly empowered by the Governing Body and set forth in the application.
Board means 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.
Board Act means Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as
amended.
"Board Resolution" means Board Resolution No. 249, adopted November 30,
2021, authorizing the issuance and sale of the INTERCAP Bonds for the purpose of making loans
to Eligible Government Units.
Borrower means the local government entity above named, eligible to participate
in the INTERCAP Loan Program.
"Borrower Act" means §§ 7-7-4101, and 7-7-4201, 7-5-4306 , MCA authorizing an
Eligible Government Unit to borrow money on terms consistent with the Program.
"Electronic Funds Transfer (EFT) Authorization" shall mean the authorization given
by the Borrower to the Board to initiate electronic debit and/or credit entries to the Borrower's
specified account to fund the Loan and make automatic Loan repayments when due. The Board
may also initiate the electronic debit for periodic principal paydown or payoff prior to loan maturity
upon the Borrower's request.
INTERCAP Bond means the Bond issued by the Board pursuant to the Board
Resolution to finance the Program.
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 5.75% (6.00%
less 0.25% for Borrowers with EFT Authorization) per annum through February 15, 2024 and
thereafter a rate equal to the Adjusted Interest Rate on the Bond 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.
Program means the Board's INTERCAP Loan Program pursuant to which the
Board issued the INTERCAP Bond to use the proceeds to make loans to participating Eligible
Government Units.
Project means 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.
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
Board Act, the Board has issued and sold the INTERCAP Bond and deposited a part of proceeds
thereof in the Loan Fund. The Board has, pursuant to the Term Sheet, agreed to make a Loan
to the Borrower in the principal amount of $457,178.00 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 $457,178.00 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 5.75% (6.00% less 0.25% for Borrowers
with EFT Authorization) per annum through February 15, 2024, 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 will be automatic pursuant to the EFT
Authorization attached hereto when due.
(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 if the
Borrower requests that the Board approve prepayment of the loan. Upon approval, the Board will
initiate an electronic debit using the attached EFT Authorization for prepayment 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 or less if the Board agrees
to shorter notice.
(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 the next month following an Adjustment Date, the Board 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 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 Board 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
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 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 Limitations. The
Borrower recognizes and acknowledges that the amount of taxes it may levy is limited by state
law pursuant to § 15-10-402, MCA, et. seq. The Borrower is familiar with the Montana's property
tax limitations and acknowledges that the obligation to repay the Loan under the Agreement and
Note are not exceptions to these provisions. 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 property tax
limitations.
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 Loan, certified copies of this Resolution and all other resolutions and actions of the Borrower
and of said officers relating to the Loan Agreement and the Note 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, the Note, 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 AND SIGNED BY THE MAYOR OF
THE CITY OF KALISPELL, THIS 5TH DAY OF FEBRUARY, 2024.
ATTEST:
Aimee Brunckhorst, CMC
City Clerk
Mark Johnson
M ayor
DocuSign Envelope ID: 203A1 E2A-18B3-4C8C-9887-DEOA875C663D
DATE OF AGREEMENT:
LOAN AMOUNT:
ADDRESS OF BORROWER -
LOAN AGREEMENT
between
BOARD OF INVESTMENTS
OF THE STATE OF MONTANA
as Lender
and
CITY OF KALISPELL
as Borrower
February 23, 2024
CONTACT PERSON OF BORROWER:
NAME
TITLE
TELEPHONE
E-MAIL
ALTERNATE CONTACT PERSON
NAME
TITLE
TELEPHONE
E-MAIL
Loan #3020
FOUR HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED
SEVENTY-EIGHT AND NO/100 DOLLARS ($457,178.00)
City of Kalispell
P.O. Box 1997
Kalispell, MT 59903-1997
Aimee Cooke
Finance Director
(406) 758-7738
acooke@kalispell.com
Krista Lammers
Treasurer
(406) 758-7738
klammers@kalispell.com
STATUTORY AUTHORITY FOR BORROWING: §§ 7-7-4101, 7-7-4201, and 7-5-4306, MCA
DocuSign Envelope ID: 203A1E2A-18133-4C8C-9887-DE0A875C663D
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION...................................................................2
SECTION1.01. DEFINITIONS.................................................................................................................................... 2
SECTION 1.02. RULES OF INTERPRETATION.............................................................................................................. 5
SECTION1.03. ATTACHMENTS................................................................................................................................. 5
ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER .............................. 6
SECTION 2.01. REPRESENTATIONS AND WARRANTIES.............................................................................................. 6
SECTION 2.02. PARTICULAR COVENANTS OF BORROWER......................................................................................... 7
ARTICLE III. LOAN TO BORROWER.......................................................................................................7
ARTICLE IV. LOAN PROVISIONS..........................................................................................................7
SECTION 4.01. COMMENCEMENT OF LOAN AGREEMENT............................................................................................
7
SECTION 4.02. TERMINATION OF AGREEMENT..........................................................................................................
7
SECTION 4.03. TERM OF LOAN AGREEMENT.............................................................................................................
8
SECTION 4.04. LOAN CLOSING SUBMISSIONS...........................................................................................................
8
SECTION 4.05. INITIAL AND SUBSEQUENT DRAWS OF LOAN.......................................................................................
8
ARTICLE V. LOAN REPAYMENTS AND NOTE........................................................................................8
SECTION 5.01. PAYMENT OF LOAN REPAYMENTS.....................................................................................................
8
SECTION 5.02. DELINQUENT LOAN PAYMENTS..........................................................................................................
9
SECTION5.03. THE NOTE.......................................................................................................................................
9
ARTICLEVI. TERM...............................................................................................................................10
ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL........................................................
10
SECTION 7.01. OBLIGATIONS OF BORROWER.........................................................................................................
10
ARTICLE VIII. FINANCIAL COVENANTS (GENERAL FUND)...............................................................
10
SECTION 8.01. REPRESENTATION REGARDING PROPERTY TAX LIMITATIONS............................................................
10
SECTION 8.02. LEVY AND APPROPRIATE FUNDS TO REPAY LOAN............................................................................
10
SECTION 8.03. REPORTS AND OPINION; INSPECTIONS............................................................................................
10
ARTICLE IX. DISCLAIMER OF WARRANTIES........................................................................................10
ARTICLE X. OPTION TO PREPAY LOAN..............................................................................................11
ARTICLEXI. ASSIGNMENT..................................................................................................................11
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.............................................................................11
SECTION 12.01. EVENTS OF DEFAULT DEFINED...................................................................................................... 11
SECTION 12.02. NOTICE OF DEFAULT....................................................................................................................
12
SECTION 12.03. REMEDIES ON DEFAULT................................................................................................................
12
SECTION 12.04. ATTORNEYS FEES AND OTHER EXPENSES....................................................................................
12
SECTION 12.05. APPLICATION OF MONEY...............................................................................................................
12
SECTION 12.06. NO EXCLUSIVE REMEDY, WAIVER, AND NOTICE.............................................................................
12
ARTICLE XIII. MISCELLANEOUS..........................................................................................................13
SECTION13.01. NOTICES......................................................................................................................................
13
SECTION 13.02. BINDING EFFECT..........................................................................................................................
13
SECTION 13.03. SEVERABILITY..............................................................................................................................
13
SECTION 13.04. AMENDMENTS, CHANGES, AND MODIFICATIONS.............................................................................
13
SECTION 13.05. EXECUTION IN COUNTERPARTS.....................................................................................................
13
SECTION 13.06. APPLICABLE ACT..........................................................................................................................
13
SECTION 13.07. CONSENTS AND APPROVALS.........................................................................................................
13
SECTION13.08. INDEMNITY...................................................................................................................................
14
SECTION 13.09. WAIVER OF PERSONAL LIABILITY...................................................................................................
14
SECTION13.10. CAPTIONS....................................................................................................................................
14
DocuSign Envelope ID: 203A1E2A-1863-4C8C-9887-DEOA875C6631)
This Loan Agreement (the "Agreement") dated as of February 23, 2024, and entered into
between the Board of Investments of the State of Montana (the 'Board"), a public body corporate and
instrumentality of the state of Montana, and the City of Kalispell ("the Borrower"), a political subdivision of
the state of Montana;
WITNESSETH:
WHEREAS, pursuant to § 2-15-1808, Montana Code Annotated (MCA) and Title 17,
Chapter 5, Part 16, MCA (the "Act'), the Board has established its INTERCAP Loan Program pursuant to
which the Board will issue, from time to time, its Annual Adjustable Rate Municipal Finance Consolidation
Act Extendable Bond (INTERCAP Loan Program) (the "INTERCAP Bond"), for the purpose of making
loans to Eligible Government Units to finance or refinance the acquisition and installation of equipment,
personal and real property improvements, and to provide temporary financing of projects, or for other
authorized corporate purposes of an Eligible Government Unit (the "Projects"); and
WHEREAS, the Board has agreed to loan part of the proceeds of an issue of such Bonds
to the Borrower in the amount of $457,178.00, and the Borrower has agreed to borrow such amount from
the Board, subject to the terms and conditions of and for the purposes set forth in this Agreement; and
WHEREAS, the Borrower is authorized under the laws of the State of Montana, and has
taken all necessary action, to enter into this Agreement for the Project as identified in the Description of
the Project/Summary of Disbursements attached hereto.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the
parties hereby agree as follows:
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION.
Section 1.01. Definitions
The following terms will have the meanings indicated below for all purposes of this Agreement
unless the context clearly requires otherwise. Capitalized terms used in this Agreement and not defined
herein shall have the meanings set forth in the Board Resolution.
"Act" means Section 2-15-1808, MCA and Title 17, Chapter 5, Part 16, MCA as now in
effect and as it may from time to time be amended or supplemented.
"Adjusted Interest Rate" means the interest rate on the Loan determined and established
pursuant to the Promissory Note and the Loan Agreement or Borrower Resolution.
"Adjustment Date" means the Initial Adjustment Date or a Subsequent Adjustment Date.
"Adjustment Period" means the period beginning on an Adjustment Date and ending on the
day before the next succeeding Adjustment Date.
"Amortization Schedule" means the schedule prepared for a loan advance to the Borrower
showing the principal amount advanced, the amortization of the principal, and the interest and principal
payments due to the Subsequent Interest Adjustment Date.
"Authorized Representative" shall mean the officers of the Borrower designated by the
Governing Body and set forth in the Application and signed on behalf of the Borrower by a duly authorized
official.
DocuSign Envelope ID: 203AIE2A-18133-4C8C-9887-DEOA875C6631)
"Board" means 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.
"Board Resolution" means Board Resolution No. 249, adopted November 30, 2021,
authorizing the issuance and sale of the INTERCAP Bond for the purpose of making loans to Eligible
Government Units.
"Borrower" means the City of Kalispell, the Eligible Government Unit, which is borrowing
and using the proceeds of the Loan to finance, refinance, or be reimbursed for, all or a portion of the Cost
of the Total Project.
"Borrower Act" means §§ 7-7-4101, and 7-7-4201, 7-5-4306 , MCA authorizing an Eligible
Government Unit to borrow money on terms consistent with the Program.
"Borrower Resolution" means a resolution, duly and validly adopted by a Borrower
authorizing the execution and delivery to the Board of an Agreement and Note, in substantially the form
provided, or such other form of Resolution that the Board may approve, and all amendments and
supplements thereto.
"Commencement Date" means February 23, 2024, the date when the term of this
Agreement begins and when the obligation of the Borrower to make Loan Repayments begins to accrue.
"Counsel" means an attorney or firm of attorneys duly admitted to practice law before the
highest court of any state.
"Default" means an event or condition the occurrence of which would, with the lapse of time
or the giving of notice or both, become an Event of Default.
"Electronic Funds Transfer (EFT) Authorization" shall mean the authorization given by the
Borrower to the Board to initiate electronic debit and/or credit entries to the Borrower's specified account
to fund the Loan and make automatic Loan repayments when due. The Board may also initiate the
electronic debit for periodic principal paydown or payoff prior to loan maturity upon the Borrower's request.
"Eligible Government Unit" shall mean any municipal corporation or political subdivision of
the state, including without limitation any city, town, county, school district, or other special taxing district
or assessment or service district authorized by law to borrow money; any board, agency, or department of
the state; or the board of regents of the Montana university system when authorized by law to borrow
money.
"Event of Default" means any occurrence or event described in Article X hereof.
"Fiscal Year" means the fiscal year of the Borrower beginning July 1 and ending June 30.
"Governing Body" means (i) with respect to a county, the Board of County Commissioners;
(ii) with respect to a city, the City Council or Commission; and (iii) with respect to a school district, county
water or sewer district, hospital district, rural fire district, or any other special purpose district, the Board of
Trustees.
"Initial Adjustment Date" means the first February 16 following the date of the Agreement.
"Initial Interest Rate" means the Loan Rate from the date of the Agreement to the Initial
Adjustment Date.
DocuSign Envelope ID: 203A1E2A-18133-4C8C-9887-DEOA875C6631)
"INTERCAP Bond" means the Board of Investments of the State of Montana's Annual
Adjustable Rate Municipal Finance Consolidation Act Extendable Bond (INTERCAP Loan Program),
Taxable Series 2022, authorized to be issued for the Program.
"Loan" means the loan of money by the Board to the Borrower under the terms of this
Agreement pursuant to the Act and the Borrower Act, evidenced by the Note.
"Loan Agreement" or "Agreement" means this Agreement, including, the attachments
hereto, as originally executed or as they may from time to time be supplemented, modified or, amended in
accordance with the terms hereof.
"Loan Date" means the date of closing a Loan.
"Loan Rate" means the rate of interest on the Loan as provided for in Section 5.01 of this
Agreement.
"Loan Repayment Date" means February 15th and August 15th or, if any such day is not a
Business Day, the next Business Day thereafter, during the term of the Loan.
"Loan Repayments" means the payments payable by the Borrower pursuant to Article V of
this Agreement.
"Loan Term" means the term provided for in Article VI of this Agreement.
"Maximum Rate" means the maximum rate of interest on the INTERCAP Bond which shall
not exceed seven and sixty-five hundredths percent (7.65%) per annum plus up to an additional one and
fifty hundredths percent (1.50%), as such Maximum Rate may be adjusted as provided in the Board
Resolution.
"Note" means the promissory note executed and delivered by the Borrower attached hereto
and made a part hereof.
"Program" means the Board's INTERCAP Loan Program established under the Act and
pursuant to which the Board finances Projects for Eligible Government Units.
"Program Expenses" means the expenses of the Program, including (without limitation)
other fees and expenses of the Program or of the Board relating thereto as shall be approved by the Board.
"Project" means those items of equipment, personal or real property improvements to be
acquired, installed, financed, or refinanced under the Program and set forth in the Description of the
Project/Summary of Disbursements attached hereto.
"Project Costs" shall mean the portion of the costs of the Total Project to be financed by the
INTERCAP Loan. The Project Costs may not exceed the Loan Amount as set forth on the cover hereof.
"State" means the state of Montana.
"Subsequent Interest Adjustment Date or Subsequent Adjustment Date" means February
16 in the years the Loan remains outstanding.
"Term Sheet" means the document containing the terms and conditions issued by the Board
to the Borrower that must be satisfied prior to entering into a Loan Agreement.
"Term Sheet Issuance Date" means the date the Board executes its Term Sheet under the
Board's Program.
DocuSign Envelope ID: 203A1E2A-18B3-4C8C-9887-DEOA875C663D
"Total Project" means the project as described in Section 14 of the Term Sheet and/or
Section 2 of the application, of which some or all is to be financed by the INTERCAP Loan.
"Total Project Costs" means the entire cost of acquiring, completing or constructing the
project as further described in Section 14 of the Terms & Conditions Sheet and/or Section 2 of the
application.
Section 1.02. Rules of Interpretation.
For purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
(a) "This Agreement" means this instrument as originally executed and as it may from time
to time be modified or amended.
(b) All references in this instrument to designated "Articles", "Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words "herein", "hereof', "hereunder", and "herewith" and other words of
similar import refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles.
(e) The terms defined elsewhere in this Agreement shall have the meanings therein
prescribed for them.
(f) Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter gender.
(g) The headings or captions used in this Agreement are for convenience of reference only
and shall not define or limit or describe any of the provisions hereof or the scope or intent hereof.
(h) This Agreement shall be construed in accordance with the laws of the State.
Section 1.03. Attachments
The following are attachments and a part of this Agreement:
Description of the Project/Summary of Disbursements.
Borrower's Draw Certificate.
Promissory Note.
Opinion of Borrower's Counsel.
Electronic Funds Transfer (EFT) Authorization
Certificate of Appropriation (if applicable).
DocuSign Envelope ID: 203A1 E2A-18l33-4C8C-9887-DEOA875C663D
ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER.
Section 2.01. Representations and Warranties.
Borrower represents and warrants for the benefit of the Board and the Bondholder as follows:
(a) Organization and Authority. The Borrower:
(1) is a political subdivision of the State of Montana; and
(2) has complied with all public bidding and other State and Federal laws applicable
to this Agreement and the acquisition or installation of the Project.
(b) Full Disclosure. There is no fact that the Borrower has not disclosed to the Board or its
agents in writing that materially adversely affects or (so far as the Borrower can now foresee),
except for pending or proposed legislation or regulations that are a matter of public information
affecting the ability of the Borrower to levy property taxes, collect fees and charges for services
provided by the Borrower or otherwise receive revenues, that will materially adversely affect the
properties, activities, prospects or condition (financial or otherwise) of the Borrower or the ability of
the Borrower to make all repayments and otherwise perform its obligations under this Agreement,
and the Note.
(c) Pending Litigation. There are no proceedings pending, or to the knowledge of the
Borrower threatened against or affecting the Borrower in any court or before any governmental
authority or arbitration board or tribunal that, if adversely determined, would materially adversely
affect the properties, activities, prospects or condition (financial or otherwise) of the Borrower, or
the ability of the Borrower to make all Loan Repayments and otherwise perform its obligations
under this Agreement, and the Note, and that have not been disclosed in writing to the Board.
(d) Borrowing Legal and Authorized. The transaction provided for in this Agreement and
the Note:
(1) are within the powers of the Borrower and have been duly authorized by all
necessary action on the part of the Borrower, including the adoption of a resolution
substantially in the form provided hereto with such modification as may be provided by the
Board; and
(2) will not result in any breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Borrower pursuant to any indenture, loan
agreement or other instrument (other than this Agreement and the Note) to which the
Borrower is a party or by which the Borrower may be bound, nor will such action result in
any violation of the provisions of any state laws, or ordinances or resolutions of the
Borrower; and
(3) the amount of the Loan represented hereby has been added to the amount of
all other outstanding debt of the Borrower and together therewith does not result in the
Borrower exceeding its statutory debt limitation.
(e) No Violation. No event has occurred and no condition exists that, upon execution of
this Agreement and the Note or receipt of the Loan, would constitute a Default or an Event of
Default. The Borrower is not in violation in any material respect, and has not received notice of
any claimed violation, of any term of any agreement, statute, ordinance, resolution, bylaw or other
instrument to which it is a party or by which it or its property may be bound.
DocuSign Envelope ID: 203A1 E2A-18133-4C8C-9887-DEOA875C6631)
(f) Use of Proceeds. The Borrower will apply the proceeds of the Loan solely to finance
the Project Costs described in the Description of the Project/Summary of Disbursements attached
hereto. In addition, 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).
(g) Completion of the Total Project: Payment of Total Project Costs. The Borrower shall
proceed diligently to complete the Total Project and to obtain the necessary funds to pay the Total
Project Costs thereof. The Borrower shall pay any amount required for the acquisition, construction
and equipping of the Total Project in excess of the Loan Amount as set forth on the cover hereof.
Section 2.02. Particular Covenants of Borrower.
(a) Compliance with Statutory Requirements, Competitive Bidding, Montana Labor Laws,
Environmental Review, and Other Legal Requirements. The Borrower has complied with all
statutory requirements, including competitive bidding and labor requirements and environmental
review, applicable to the acquisition and construction of the Project.
(b) Maintenance and Use of Project. The Borrower shall maintain the Project in good
condition, make all necessary renewals, replacements, additions, betterments and improvements
thereto, is not for private use, and maintain insurance with respect to the Project, its other properties
and its operations in such amounts and against such risks as are customary for governmental
entities such as the Borrower.
(c) Financial Reports and Audits. The Borrower shall comply with the provisions of Title 2,
Chapter 7, Part 5 Montana Code Annotated.
(d) Liens. The Borrower shall not create, incur or suffer to exist any lien, charge or
encumbrance on the project vehicle and/or equipment.
(e) Expenses. The Borrower will, at the request of the Board, pay all expenses relating to
the Loan and the Note and this Agreement.
ARTICLE III. LOAN TO BORROWER.
Subject to the terms and conditions of this Agreement, the Board hereby agrees to loan and
advance to the Borrower, and the Borrower agrees to borrow and accept from the Board, the Loan in the
principal amount not to exceed $457,178.00.
ARTICLE IV. LOAN PROVISIONS.
Section 4.01. Commencement of Loan Agreement
This Agreement shall commence on the date hereof unless otherwise provided in this Agreement.
Section 4.02. Termination of Agreement.
This Agreement will terminate upon payment in full of all amounts due under this Agreement and
upon the full and complete performance and payment of all the Borrower's other obligations hereunder.
Until such termination, all terms, conditions, and provisions of this Agreement shall remain in full force and
effect.
DocuSign Envelope ID: 203A1 E2A-1863-4C8C-9887-DE0A875C663D
Section 4.03. Term of Loan Agreement.
This Agreement shall be valid for the entire loan amount approved for one year from the Term
Sheet Issuance Date. Beginning one year after the Term Sheet Issuance Date, the Board may refuse to
make a loan advance if the Board determines that there has been a material adverse change in the
circumstances of the Borrower.
Section 4.04. Loan Closing Submissions.
Concurrently with the execution and delivery of this Agreement, the Borrower is providing to the
Board, the following documents (except that the Board may waive any of such documents):
(a) A certified resolution of the Borrower in form and substance substantially identical to
that provided hereto; provided, however, that the Board may permit variances in such certified
resolution from the form or substance of such resolution if, in the good faith judgment of the Board,
such variance is not to the material detriment of the interests of the Program and the Bondholder;
(b) An opinion of the Borrower's counsel in form and substance substantially identical to
the Attorney's Opinion hereto; provided, however, that the Board may permit variances in such
opinion from the form or substance of such Attorney's Opinion if, in the good faith judgment of the
Board, such variance is not to the material detriment of the interests of the Program and the
Bondholder;
(c) The complete and executed EFT Authorization, attached hereto, required by the Board;
(d) A bill, or bills of sale, construction contract or contracts, invoice or invoices, purchase
order or purchase orders or other evidence satisfactory to the Board that the Project has been
purchased, ordered, constructed or installed by the Borrower or that any construction has been
substantially completed and that payment therefor is due and owing or, if the Borrower is to be
reimbursed, that payment has been made; and for any debt being refinanced, the canceled note or
other financing document or other evidence satisfactory to the Board of such refinancing;
(e) Such other closing documents and certificates as the Board may reasonably request.
Section 4.05. Initial and Subseguent Draws of Loan.
For the initial draw of the Loan, the Borrower shall deliver to the Board an executed copy of the
Agreement, complete with all attachments as listed in Section 4.04, including the Note and the Agreement
Resolution and other documents the Board requires.
For subsequent draws, if applicable, the Borrower shall deliver to the Board, an executed copy of
a Disbursement Request items listed in 4.04(d) that are equal to or more than requested draw amount,
and any other documents the Board requires.
ARTICLE V. LOAN REPAYMENTS AND NOTE.
Section 5.01. Payment of Loan Repayments
(a) The Loan Repayment Dates shall be on February 15 and August 15 of each year with
the first Loan Repayment Date determined as follows:
DocuSign Envelope ID: 203A1 E2A-1 8l33-4C8C-9887-DE0A875C663D
First Loan
Payment
Date of Draw
Repayment Date
Consisting of:
February 15 through April 17
August 15
Principal and Interest
April 18 through June 16
August 15
Interest only
June 17 through August 14
February 15
Principal and interest
from date of draw
August 15 through October 18
February 15
Principal and Interest
October 19 through December 17
February 15
Interest only
December 18 through February 14
August 15
Principal and Interest
from date of draw
(b) Borrower hereby agrees the Loan Repayments will be made pursuant to the attached
EFT Authorization on each Loan Repayment Date to be calculated by the Board and consisting of
the sum of the following items:
(i) Principal in an amount based upon the initial Amortization Schedule, the
Amortization Schedule being initially determined utilizing the Initial Interest Rate. Each
advance of the principal of the Loan as shown on the Amortization Schedule shall be repaid
in semiannual installments on each Loan Repayment Date commencing on the first Loan
Repayment Date following the date thereof and ending on the final maturity date set forth
on the Amortization Schedule. Principal payments will not be adjusted but the interest
payment will be adjusted as provided in Section 5.01 hereof.
(ii) Interest for each Adjustment Period at the Loan Rate.
(c) The Loan Rate is a combination of the INTERCAP Bond rate per annum plus up to an
additional one and fifty hundredth percent (1.50%) per annum as is necessary to pay the Borrower's
share of Program Expenses, as determined by the Board, and shall not exceed the Maximum Rate.
(d) Within the following month of the Adjustment Date the Board shall calculate the new
interest component of the Loan Repayments and shall send a revised Amortization Schedule to
the Borrower showing the amount of the Borrower's semiannual Loan Repayments.
Section 5.02. Delinquent Loan Payments.
If the automatic EFT Authorization fails due to insufficient funds, from and after any Loan
Repayment Date, until repaid, the Loan shall bear interest at a rate equal to two percent on the yield
(coupon equivalent) as of the Loan Repayment Date, on U.S. Treasury Bills of a duration as close as
possible to the term over which the Loan Repayment is delinquent.
Section 5.03. The Note.
On the date of this Agreement, the Borrower shall execute the attached Note. The obligations of
the Borrower under the Note shall be deemed to be amounts payable under Section 5.01. Each payment
made to the Board pursuant to the Note shall be deemed to be a credit against the corresponding obligation
of the Borrower under Section 5.01 and any such payment made to the Board shall fulfill the Borrower's
obligation to pay such amount hereunder and under the Note.
DocuSign Envelope ID: 203AIE2A-18B34C8C-9887-DEW75C66313
ARTICLE VI. TERM.
The term of the Loan will be a maximum of five (5) years and the specific term for each loan draw
will be set forth in the Borrower's Draw Certificate.
ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL
Section 7.01. Obligations of Borrower.
The obligations of the Borrower to make the payments required hereunder shall be absolute and
unconditional without any defense or right of set off, counterclaim, or recoupment by reason of any default
by the Board under the Loan Agreement or under any other indebtedness or liability at any time owing to
the Borrower by the Board or for any other reason.
ARTICLE VIII. FINANCIAL COVENANTS (GENERAL FUND).
Section 8.01. Representation Regarding Property Tax Limitations.
The Borrower recognizes and acknowledges that the amount of taxes it may levy may be limited
by the state pursuant to § 15-10-402, et seq. The Borrower is familiar with the Montana property tax
provisions and acknowledges that the Loan Repayments to be made under the Agreement and Note are
not exceptions to those provisions. The Borrower represents and covenants that such Loan Repayments
can and will be made from revenues available to the Borrower, notwithstanding those provisions.
Section 8.02. Levy and Appropriate Funds to Repay Loan.
The Borrower agrees that in order to meet its obligation to make the Loan Repayments and all
other payments hereunder that it will budget for as authorized and appropriate from taxes or any other
available sources in each fiscal year during the term of this Agreement an amount sufficient to pay the
principal of and interest hereon within property tax limitations and will reduce other expenditures if
necessary to make the payments hereunder when due.
Section 8.03. Reports and Opinion; Inspections.
(a) The Borrower shall deliver to the Board by no later than August 15 of each year during
the term of this Agreement, a certificate in substantially the form attached hereto that the Governing
Body of the Borrower has budgeted and appropriated for the then current Fiscal Year an amount
sufficient to make the Loan Repayments due in that Fiscal Year, as required in Article VIII.
(b) The Borrower agrees to permit the Board to visit, examine, and inspect, at any
reasonable time, the property constituting the Project, and the Borrower's facilities, and any
accounts, books and records, including its receipts, disbursements, contracts, investments, and
any other matters relating thereto and to its financial standing, and to supply such reports and
information as the Board or the Trustee may reasonably require.
ARTICLE IX. DISCLAIMER OF WARRANTIES.
THE BOARD AND ITS AGENTS MAKE NO WARRANTY OR REPRESENTATION,
EITHER EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY,
OR FITNESS FOR ANY OR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROJECT OR
ANY PORTION THEREOF OR ANY OTHER WARRANTY WITH RESPECT THERETO. In no event shall
the Board or its respective agents be liable for any incidental, indirect, special, or consequential damages
in connection with or arising out of this Agreement or the Project or the existence, furnishing, functioning,
or Borrower's use of the Project or any item or products or services provided for in this Agreement.
10
DocuSign Envelope ID: 203A1 E2A-18B34CK-9887-DEW75C663D
ARTICLE X. OPTION TO PREPAY LOAN.
The Borrower may request the Board approve prepayment of the loan. Upon approval, the
Board will initiate an electronic debit using the attached EFT Authorization for prepayment of the Loan in
whole or in part upon giving 30 days prior written notice to the Board unless the Board agrees to shorter
notice.
If the Loan is prepaid in part, the principal amount of the Loan shall be reduced by the
portion of the prepayment representing principal and the Loan shall be reamortized by ratably reducing the
principal portion of each remaining Loan Repayment.
ARTICLE XI. ASSIGNMENT.
This Agreement may not be assigned or encumbered by the Borrower for any reason without the
express written consent of the Board.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.
Section 12.01. Events of Default Defined.
If any of the following events occur, it is an "Event of Default":
(a) Failure by the Borrower to pay any Loan Repayment required to be paid hereunder at
the time specified herein and the continuation of such failure for a period of three (3) days after
telephonic or e-mail notice by the Board that such payment has not been received;
(b) Failure by the Borrower to observe and perform any covenant, condition, or agreement
on its part to be observed or performed under this Agreement, other than as referred to in Section
12.01(a) for a period of thirty (30) days after written notice, specifying such failure and requesting
that it be remedied, is given to the Borrower by the Board, unless the Board shall agree in writing
to an extension of time prior to its expiration; provided, however, if the failure stated in the notice
cannot be corrected within the applicable period, the Board will not unreasonably withhold their
consent to an extension of such time if corrective action is instituted by the Borrower within the
applicable period and diligently pursued until the Default is corrected;
(c) Any warranty, representation, or other statement by or on behalf of the Borrower
contained in this Agreement or in any instrument furnished in compliance with or in reference to
this Agreement or in connection with the Loan, is false or misleading in any material respect;
(d) The Borrower files a petition in voluntary bankruptcy under the United States Bankruptcy
Code or seeks relief under any provision of any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or
hereafter in effect, or consents to the filing of any petition against it under such law;
(e) The Borrower is generally not paying its debts as the debts become due, or becomes
insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including
without limitation a receiver, liquidator or trustee) of the Borrower or any of its property is appointed
by court order or takes possession thereof and such order remains in effect or the possession
continues for more than 30 days.
DocuSign Envelope ID: 203A1 E2A-18B3-4C8C-9887-DEOA875C663D
Section 12.02. Notice of Default.
The Borrower agrees to give the Board prompt written notice if any petition referred to in Section
12.01(d) is filed by the Borrower or upon the occurrence of any other event or condition constituting a
Default or an Event of Default immediately upon becoming aware of the existence thereof.
Section 12.03. Remedies on Default.
If an Event of Default referred to in Section 12.01 shall have occurred, the Board shall declare the
Loan and all other amounts due hereunder to be immediately due and payable, and upon notice to the
Borrower the same shall become due and payable without further notice or demand. Whenever any Event
of Default referred to in Section 12.01 hereof shall have happened and be continuing, the Board shall have
the right to take one or any combination of the following remedial steps:
(a) Declare the Loan and all other amounts due hereunder to be immediately due and
payable, and upon notice to the Borrower the same shall become immediately due and payable by
Borrower without further notice or demand; and
(b) Take whatever other action at law or in equity may appear necessary or desirable to
collect the amounts then due and thereafter to become due hereunder or to enforce any other of
its or the Board's rights hereunder, including without limitation, the appointment of a receiver as
provided in the Act.
Section 12.04. Attorneys' Fees and Other Expenses.
Upon an Event of Default, the Borrower shall pay to the Board the reasonable fees and expenses
of attorneys and other reasonable expenses incurred by either of them, or by any agency of the State
selected by the Board to act on its behalf or by the Attorney General, in the collection of Loan Repayments
or any other sum due or the enforcement of performance of any other obligations of Borrower.
Section 12.05. Application of Money.
Any money collected by the Board pursuant to Section 12.03 shall be applied: (a) first, to pay any
attorney's fees or other fees and expenses owed by Borrower pursuant to Section 12.04 hereof; (b) second,
to pay interest due on the Loan; (c) third, to pay principal due on the Loan; (d) fourth, to pay any other
amounts due hereunder; and (e) fifth, to pay interest and principal on the Loan and other amounts payable
hereunder but which are not due, as they become due (in the same order, as to amounts which come due
simultaneously, as in (a) through (d) in this Section 12.05).
Section 12.06. No Exclusive Remedy, Waiver, and Notice.
No remedy herein conferred upon or reserved to the Board is intended to be exclusive and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement
or now or hereafter existing at law or in equity. No delay or omission to exercise any right, remedy, or
power accruing upon any Default or Event of Default shall impair any such right, remedy, or power or shall
be construed to be a waiver thereof, but any such right, remedy, or power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle the Board to exercise any remedy
reserved to it in this Article XI I, it shall not be necessary to give any notice, other than such notice as may
be required in this Article XII.
12
DocuSign Envelope ID: 203A1E2A-18133-4C8C-9887-DEOA875C6631)
ARTICLE XIII. MISCELLANEOUS.
Section 13.01. Notices.
All notices, certificates or other communications hereunder shall be sufficiently given when hand
delivered or five days after mailing by registered or certified mail, postage prepaid, to the Borrower at the
address specified herein and to the other parties at the following address:
(1) Board: Montana Board of Investments
Attn: Bond Program Office
P.O. Box 200126
Helena, Montana 59620-0126
(2) Borrower: City of Kalispell
P.O. Box 1997
Kalispell, MT 59901
Any of the parties may, by notice in writing given to the others, designate any further or different address
to which subsequent notices, certifies or other communications shall be sent.
Section 13.02. Bindina Effect.
This Agreement shall inure to the benefit of and shall be binding upon the Board, the Borrower, and
their respective successors and assigns.
Section 13.03. Severability.
In the event any provision of this Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision
hereof.
Section 13.04. Amendments, Chances, and Modifications.
This Agreement may not be amended, changed, or modified by the Borrower unless the
amendment shall have been consented to in writing by the Board and made part of this Agreement.
Section 13.05. Execution in Counterparts.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all which shall constitute but one and the same instrument.
Section 13.06. Applicable Act.
This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.07. Consents and Approvals.
Whenever the written consent or approval of the Board shall be required under the provisions of
this Agreement, such consent or approval may be given by the Executive Director of the Board, or
designee, unless otherwise provided by law or by rules, regulations or resolutions of the Board.
13
DocuSign Envelope ID: 203A1E2A-18B3-4C8C-9887-DEOA875C663D
Section 13.08. Indemnity.
The Borrower agrees to indemnify and hold harmless the Board, their respective officers,
employees, and agents, from and against any and all losses, claims, damages, liability, or expenses, of
every conceivable kind, character and nature whatsoever, including, but not limited to, losses, claims,
damages, liabilities, or expenses (including reasonable fees for attorneys, accountants, consultants, and
other experts) (collectively referred to hereinafter in this Section 13.08 as "Damages") as follows:
(a) For all Damages arising out of, resulting from, or in any way connected with the Loan
or this Agreement, without limitation; and
(b) For al; Damages arising out of, resulting from, or in any way connected with the
acquisition, construction, installation, and operation of the Project.
Notwithstanding the foregoing, the Borrower shall have no liability for damages solely arising out of,
resulting from, or connected to the Loan or Agreement of any other Borrower.
Section 13.09. Waiver of Personal Liability.
No member, officer, agent, or employee of the Board shall be individually or personally liable for
the making of the Loan or be subject to any personal liability or accountability by reason hereof; but nothing
herein contained shall relieve any such member, officer, agent, or employee from the performance of any
official duty provided by law or by this Agreement.
Section 13.10. Captions.
The captions or headings in this Agreement are for convenience only and in no way define, limit,
or describe the scope or intent of any provisions or sections of this Agreement.
IN WITNESS WHEREOF, the Board has executed this Agreement by its duly authorized
officers and the Borrower has caused this Agreement to be executed in its name by its duly authorized
officers. All the above occurred as of the date first above written.
WITNESS OR ATTEST:
By Aimee Brunckhorst, CMC, APR
Its City Clerk
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
�uftmW by:
89493CX38574W
By Louise Welsh
Its Senior Bond Program Officer
CITY OF KALISPELL
By Doug Russell
Its City Manager
14
City of Kalispell
7obnm Preble Office of City Attorney
City Attomey 201 First Avenue East
P.O. Box 1997
Kalispell, MT 59903-1997
OPINION OF BORROWER'S COUNSEL
February 23, 2024
Tel 406.758.7709
Fax 406.758.7758
jpreblegkalispell. com
THIS OPINION LETTER IS NOT INTENDED TO BE A GUARANTEE BY THE
BOARD THAT ALLTHE PROVISIONS HEREIN HAVE BEEN MET. THIS
DOCUMENT IS INTENDED TO BE NO MORE THAN A GUIDE FOR THE
BORROWER'S COUNSEL. IT IS THE RESPONSIBILITY OF BORROWER'S
COUNSEL TO INDEPENDENTLY RESEARCH, EXAMINE, AND VERIFY THAT
THE PROVISIONS HEREIN HAVE BEEN MET.
Board of Investments
of the State of Montana
2401 Colonial Drive, 3rd Floor
P.O. Box 200126
Helena, MT 59620-0126
Ladies and Gentlemen:
I have served as counsel to the City of Kalispell (the "Borrower") in connection with its
participation in the INTERCAP Program (the "Program") of the Board of Investments of the
State of Montana (the "Board"). Terms used herein which are defined in the Loan Agreement,
dated as of February 23, 2024, (the "Loan Agreement") between the Borrower and the Board
shall have the meanings specified therein. The resolution of the Borrower authorizing its
participation in the Program and the issuance of its Loan Agreement relating thereto is herein
referred to as the Loan Agreement Resolution.
I have examined, among other things:
i) the Borrower Act;
ii) the Loan Agreement dated as of February 23, 2024, and executed by the
Borrower;
Board of Investments, State of MT
February 23, 2024
Page 2
iii) the Promissory Note (the "Note") dated as of February 23, 2024, and executed by
the Borrower;
iv) Resolution No. 6182 of the Borrower, dated February 5, 2024 (the "Loan
Agreement Resolution");
vii) the proceedings of the Borrower with respect to the due execution and delivery by
the Borrower of the Loan Agreement, and Note Electronic Funds Transfer Authorization (the
Program Documents), and such certificates and other documents relating to the Borrower, the
Program Documents and the Loan Agreement Resolution of the Borrower and have made such
other examination of applicable Montana law and a review of the Borrower's actions with respect
to applicable ordinances and resolutions as we have deemed necessary in giving this opinion.
Based upon the foregoing, I am of the opinion that:
(a) The Borrower is a political subdivision duly organized and validly existing under
the laws and Constitution of the State of Montana with full legal right, power and authority to
enter into, execute and perform its obligations under the Program Documents and to carry out
and effectuate the transactions contemplated thereunder.
(b) The execution of the Loan Agreement and Promissory Note have been duly
authorized and are valid, binding and enforceable against the Borrower in accordance with its
terms.
(c) The Loan Agreement Resolution of the Borrower has been duly adopted and is
valid, binding and enforceable against the Borrower in accordance with its terms.
(d) The Borrower has taken all action required to be taken by it to authorize the
execution and delivery of and the performance of the obligations contained in the Program
Documents; and such authorization is in full force and effect on the date hereof.
(e) The Borrower has complied with all applicable competitive bidding requirements
for the purchase, acquisition, and construction of the Project.
(f) No consent, approval, authorization, order, filing, registration, qualification,
election or referendum, of or by any person, organization, court, or governmental agency or
public body whatsoever is required to be obtained by the Borrower in connection with the
execution, delivery and performance of the Program Documents or the consummation of the
other transactions effected or contemplated thereby.
(g) The execution, delivery and performance of the Program Documents, and
compliance with the provisions thereof will not conflict with or constitute a breach of, a violation
of, or default under, the Constitution of the State of Montana, or any existing law, charter,
judgment, ordinance, administrative regulation, decree, order or resolution of or relating to the
Office of City Attorney
City of Kalispell
Board of Investments, State of MT
February 23, 2024
Page 3
Borrower and do not conflict with or result in a violation or breach of, or constitute a default
under, any agreement, indenture, mortgage, lease or other instrument, to which the Borrower is a
party or by which it is bound or to which it is subject.
(h) The Program Documents executed by the Borrower, when delivered to the Board,
will have been duly authorized and executed and will constitute validly issued and legally
binding obligations of the Borrower according to their terms.
(i) No other lien has been filed on the project vehicle and/or equipment.
It is understood that the enforceability of the Program Documents may be limited by
applicable bankruptcy, insolvency, moratorium, reorganization, or other similar laws affecting
the enforcement or creditors rights.
Sincerely,
Johnna Preble
City Attorney
Office of City Attorney
City of Kalispell
DocuSign Envelope ID: 203A1 E2A-18B3-4C8C-9887-DEOA875C663D
DESCRIPTION OF THE PROJECT/SUMMARY OF DISBURSEMENTS
FOR
CITY OF KALISPELL
Description of Proiect
Solid waste truck
Allocated
Amount
of Loan
$457,178.00
Amount
Amount
Amount
Draw
Description
Allocated
Date
of
Remaining
#
of Item
for Item
of Draw
Draw
for Item
[;20-01
I-#1 above
1 $457,178.00
2/23/2024
$457,178.00
DESCRIPTION OF PROJECT/SUMMARY OF DISBURSEMENTS -1
DocuSign Envelope ID: 203A1 E2A-1863-4C8C-9887-DE0A875C663D
BORROWER'S DRAW CERTIFICATE NO.3020-1
FOR DISBURSEMENT OF FUNDS
UNDER THE LOAN AGREEMENT
The undersigned, Authorized Representative of the City of Kalispell (the "Borrower")
under the Loan Agreement, dated February 23, 2024 (the "Loan Agreement"), by and between the
Board of Investments of the state of Montana (the "Board"), certify pursuant to Section 4.04, as follows:
1. We have read Section 4.05 of the Loan Agreement and subsections of Section
4.04 referred to therein and have reviewed appropriate records and documents of the Borrower relating
to matters covered by this Certificate. All capitalized terms used in this Certificate shall have the
meanings given them in the Loan Agreement unless otherwise defined herein;
2. All terms and conditions of the Loan Agreement to be complied with by the
Borrower as of this date have been complied with and satisfied, and all documents described in Section
4 have been delivered;
3. The item number, amount, and nature of each item of Project Costs, as shown
on the attached Borrower's Cash Advance Certificate, hereby requested to be reimbursed or paid to
the Borrower: (a) has been paid or incurred; (b) is an eligible Project Cost; and (c) has not been
previously reimbursed or paid by the Program under the Loan Agreement;
4. To our knowledge after reasonable investigation, there has been no default by
the Borrower under the Loan Agreement, which has not been cured; and
5. All representations and warranties made by the Borrower in the Loan Agreement
are true and correct on and as of the date of this Certificate and has the same effect as if made on
such date.
You are hereby requested to advance pursuant to Section 4.05 of the Loan Agreement
the amount shown below and make payment to the entitled entity to receipt thereof as shown on the
EFT Authorization.
Cash Amount to (ACH): $457,178.00
Term to be Amortized: February 23, 2024 through February 15, 2029 (5 years)
Project Description: Solid waste truck
WITNESS my hand this 23rd day of February, 2024.
CITY OF KALISPELL
By Doug Russell
Its City Manager
ATTEST:
By Aimee Brunckhorst, CIVIC, APR
Its City Clerk
BORROWER'S DRAW CERTIFICATE - 1
KALISPELL 3020-01
MONTANA
BOARD OF INVESTMENTS AUTOPAY
I N T E R C ►4 P
BORROWER: CITY OF KALISPELL MATURITY DATE: 2/15/2029
LOAN COMMITMENT: $ 457,178.00 # OF LOAN PAYMENTS: 10
DRAWS TO DATE: $ - LOAN/DRAW NUMBER: 3020-01
THIS DRAW DOWN: $ 457,178.00 DATE OF THIS DRAW: 2/23/2024
REMAINING COMMITMENT: $ - NOTE/BOND DATE: 2/23/2024
PROJECT: SOLID WASTE TRUCK JOURNAL #
* BEGINNING BALANCE *
457,178.00
8/15/2024
174
40,756.42
416,421.58
2/15/2025
184
41,216.33
375,205.25
8/15/2025
181
42,584.61
332,620.64
2/15/2026
184
43,638.77
288,981.87
8/15/2026
181
45, 036.44
243, 945.43
2/15/2027
184
46,202.12
197,743.31
8/15/2027
181
47,630.88
150,112.43
2/15/2028
184
48,914.56
101,197.87
8/15/2028
182
50,360.33
50,837.54
2/15/2029
184
50, 837.54
0.00
COMMENTS:
Interest payments are not shown on this statement as the interest rate will change February 16.
After the interest rate changes, a new amortization schedule will be sent to reflect the actual payments.
Principal payments have been calculated based on an assumed interest rate of 6.00 (5.75 autopay) percent.
These will remain constant.
CITY OF KALISPELL
PO BOX 1997
KALISPELL, MT 59903
***SEE COMMENTS
CONTACT:
MONTANA BOARD OF INVESTMENTS
INTERCAP LOAN PROGRAM
PO BOX 200126
HELENA, MT 59620-0126
406-444-0001
Page:
INVOICE
Invoice/Order Number:
0203816
EQUIPMENT
Ship Date:
12/01/2023
WA 9921,3-3040
Salesperson.
Roger Beatty
C L.,S
Scid To:
Ship To.
CITY OF KALISP�' '
"?)PKS. Kalispell
rzrace
PO BOX 1997
1422 1st Avenue
e '
KALI 'PELL, M 59903-1997 KALISPELL, MT
59931
Confirm To: GENE CORNE
Phone- (406)758-7700
Customer P.O.
Ship VIA F.O.B. Terms
Bid Award #1
BESTWAY DESTINATION Net 30
tem Number
Description Ordered
Shipped Price Amount
JTSCOR
Scorpion Bodies
1.00
0.00
0.00
O.00NT
CHASSIS
Peterbilt 520 Chassis
1.00
0.00 228,178.00
228,178.00NT
- V N: 3BPDLKOX3RF116342
GHS31D
G&H Scorpion 31 Cubic Yard Body, DIESEL ONLY, 3 Axle Chassis
1.00
0.00 229,000.00
229,000.00NT
On y, 184in - 194in Usable CT, 70in Minimum AF
- Serial Number: 230810006
GHSFD
Standard Diesel
1.00
0.00
0.00
O.00NT
GHSP4000
4000 Series PTO Clutch Shift Dual Vane Hudraulic Pump
1.00
0.00
0.00
O.00NT
GHSG60300
60-300 Gallon Belt Gripper
1.00
0.00
0.00
O.00NT
GHSGDP
Dual Pressure Gripper
1.00
0.00
0.00
O.00NT
GHSCSTD
Body: White Chassis: Black Arm: Yellow (Epoxy Primer)
1.00
0.00
0.00
O.00NT
GHSCCRH
Right Hand Drive
1.00
0.00
0.00
O.00NT
GHSCCPETE
Peterbilt 520 Cab Configuration
1.00
0.00
0.00
O.00NT
GHSCCEJ
Ergonomic Joystick
1.00
0.00
0.00
O.00NT
GHSCCSLST
Single LST Switch Control
1.00
0.00
0.00
O.00NT
GHSLCDOT
Complete DOT LED Light Package - Standard
1.00
0.00
0.00
O.00NT
GHSLLEDWL
LED Work Light (Hopper Top Back Left Corner, Facing into
1.00
0.00
0.00
O.00NT
Hopper) - Standard
GHSLDOASLTGU
Dual Oval Amber Strobe Lights (Tailgate Upper Light
1.00
0.00
0.00
O.00NT
Box) - Standard
GHSLBA
Beacon Amber Strobe (Behind Cab)
1.00
0.00
0.00
O.00NT
GHSLWLCF
Work Lights Chassis Fender
1.00
0.00
0.00
O.00NT
GHSLWLDCF
Work Lights Dual Chassis Fender
1.00
0.00
0.00
O.00NT
GHSLWLDULBT
Work Lights Dual Upper Light Bar Tailgate
1.00
0.00
0.00
O.00NT
GHSLSMP
Smart Lights Package (Peterson)
1.00
0.00
0.00
O.00NT
GHSCA3
3 - Color Cameras with 7"" Monitor (Tailgate, Hopper & Customer
1.00
0.00
0.00
O.00NT
GHSCAACPRHUP
Choice)
Additional Camera Placement (RH Side Under Packer Valve on CHS
1.00
0.00
0.00
O.00NT
OHSt30
Frame)
Decals, Side Body
1 00
0.00
0.00
O.00NT
Continued
Page: 2
INVOICE
Invoice/Order Number:
0203816
WONEQUIPMENT
Ship Date:
12/01/2023
v
WA 99213-3040
Salesperson:
Roger Beatty
Customer Number:
30 C3006
Phone:
(509) 533-9000
Sold To:
Ship To:
CITY OF KALISPELL PUBLIC WORKS Kalispell Central Garage
PO BOX 1997
1422 1 st Avenue
West
KALISPELL, MT 59903-1997 KALISPELL, MT
59901
Confirm To: GENE CORNE
Phone: (406)758-7700
Customer P.O.
Ship VIA F.O.B. Terms
Bid Award #1
BESTWAY DESTINATION Net 30
Item Number
Description Ordered
Shipped Price Amount
GHSBTH
Broom AND Shovel or Rake Dual Tool Holder (Body Mounted)
1.00
0.00
0.00
O.00NT
GHSBABHSG
Arm & Body Hose Spiral Guard (Spiral Guard Only)
1.00
0.00
0.00
O.00NT
GHSB10FE
10 lb. Fire Extinguisher (Mounting Bracket Included)
1.00
0.00
0.00
O.00NT
GHSBCWP
Cold Weather Package (ISO 22 Oil, Wiring Sheathing, Covers)
1.00
0.00
0.00
0 OONT
GHSCHMF
Mud Flaps (Front of Rear Axle, Center Rear Over Brake Pods &
1.00
0.00
0.00
O.00NT
Rear) - Standard
GHSCHMB
Mushroom Button (PTO Emergency Stop)
1.00
0.00
0.00
O.00NT
GHSCHHFTH
Hydraulic Fluid Tank Heater
1.00
0.00
0.00
O.00NT
GHSCHTB181836
Tool box 18x18x36 (Bracket Included, Frame Mounted)
1.00
0.00
0.00
0.00Nr
'GHSMHR
Misc Hose Routing
1.00
0.00
0.00
O.00NT
'GHSCOS
Chromium Overlay wear strips
1.00
0.00
0.00
O.00NT
for packer sides
'GHS60TGS
60" Tailgate seal
1.00
0.00
0.00
O.00NT
'GHSIMD3
Incline for MD3
1.00
0.00
0.00
0.00NIT
GHSWTYSTD
G & H Manufacturing, Inc. ("G & H") warrants for a period of 12
1.00
0.00
0.00
O.00NT
months the Scorpion Automated Side Loader to be free from
defects in material and workmanship when operated for the
purpose of which it was designed.
'GHSMSC
Materials Surcharge
1.00
0.00
0.00
0 OONT
/FDR
Freight to Spokane
1.00
0.00
0.00
O.00NT
/FDR
Freight to Kalispell
1.00
0.00
0.00
O.00NT
•PDI
PDI in Spokane
1.00
0.00
0.00
O.00NT
'PM
Project Management
1.00
0.00
0.00
O.00NT
'GVAL
Groeneveld autolube Arm & Body
1.00
0.00
0.00
O OONT
GRWTYSTD
Groeneveld Standard Warranty: (1) Year Parts & Workmanship.
1.00
0.00
0.00
O.00NT
(5) Years if end user uses Groeneveld grease.
SWS will accept Visa, Mastercard and American Express. Any
charges above $1000 00 will have a service fee. Net Order: 457,178.00
1.5% (18% perAnnum) Interest Charge on all Past DueAccounts Federal Excise Tax: 0.00
Sales Tax:
Any implied warranty as per Manufacturer's Standard Written Warranty Order Total: t, 457,178.00
Due to a high level of uncertainty with regards to pricing changes from our vendors and the freight industry, the price and
freight charges on this document moy be adjusted prior to shipping.
5 0%i C WG 5At e-
DocuSign Envelope ID: 203A1E2A-18B3-4C8C-9887-DEOA875C663D
Loan #3020
PROMISSORY NOTE
FOR VALUE RECEIVED, the City of Kalispell, a political subdivision organized under the
laws of the state of Montana (the 'Borrower"), hereby promises to pay to the order of the Board of
Investments of the State of Montana (the 'Board") the principal amount of FOUR HUNDRED FIFTY-
SEVEN THOUSAND ONE HUNDRED SEVENTY-EIGHT AND NO/100 DOLLARS ($457,178.00) or such
lesser amount as shall actually be advanced to the Borrower under the Loan Agreement (hereinafter
defined) as evidenced by the Amortization Schedule attached hereto and as annually revised in March for
every year the loan advance is outstanding, together with interest thereon in the amount calculated as
provided in the Loan Agreement, payable semiannually on February 15 and August 15 in the amounts and
as provided in the Loan Agreement and as set forth hereto.
The maturity date of this loan as evidenced by this Promissory Note is February 15, 2029
or sooner at the option of the Borrower pursuant to the Loan Agreement.
This Promissory Note is issued pursuant to the Loan Agreement dated as of February 23,
2024, between the Board and the Borrower (the "Loan Agreement")and issued in consideration of the loan
made thereunder (the "Loan") and in evidence of the obligations of the Borrower set forth in Section 5
thereof. Payments hereunder shall be made directly to the Board pursuant to the EFT Authorization
attached hereto. All the terms, conditions and provisions of the Loan Agreement are, by this reference
hereto, incorporated herein as a part of this Promissory Note.
Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying
the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable
under this Note is computed using this method.
Pursuant to the Loan Agreement, advances shall be made to the Borrower under the Loan
Agreement from time to time upon the terms and conditions set forth in the Loan Agreement.
This Promissory Note is entitled to the benefits and is subject to the conditions of the Loan
Agreement. The obligations of the Borrower to make the payments required hereunder shall be absolute
and unconditional without any defense or right of setoff, counterclaim, or recoupment by reason of any
default by the Board under the Loan Agreement or under any other indebtedness or liability at any time
owing to the Borrower by the Board or for any other reason.
This Promissory Note is subject to optional prepayment under the terms and conditions
provided in Article X of the Loan Agreement upon giving 30 days prior written notice to the Board or less if
the Board agrees to shorter notice.
If an "Event of Default" occurs under Section 12.01 of the Loan Agreement, the principal of
this Promissory Note may be declared due and payable in the manner and to the extent provided in Article
XII of the Loan Agreement.
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 Note, in order to make it a valid
and binding obligation of the Borrower according to its terms, have been done, do exist, have happened
and have been performed in regular and due form, time and manner as so required; that the Borrower will,
as authorized by and according to applicable provisions and limitations of law annually levy sufficient tax
PROMISSORY NOTE - 1
DocuSign Envelope ID: 203A1 E2A-18133-4C8C-9887-DE0A875C663D
receipts or collect sufficient revenues, as the case may be, with other funds available therefor, to pay the
principal and interest hereon when due; and that this Note, together with all other indebtedness of the
Borrower outstanding on the date of original issue hereof and on the date of its actual issuance and
delivery, does not exceed any constitutional or statutory limitation of indebtedness of the Borrower.
IN WITNESS WHEREOF, the City of Kalispell has caused this Promissory Note to be duly
executed, attested, and delivered, as of this 23rd day of February, 2024.
CITY OF KALISPELL
By Doug Russell
Its City Manager
(SEAL)
ATTEST:
By Aimee Brunckhorst, CMC, APR
Its City Clerk
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
Owuftmd by.
'/J4
By ��Louise Welsh
Its Senior Bond Program Officer
PROMISSORY NOTE - 2
DocuSign Envelope ID: 203A1 E2A-18B3-4C8C-9887-DEOA875C663D
Borrower Name: City of Kalispell Loan #:3020
I, the undersigned, a duly authorized representative, hereby authorize the Montana Board of Investments
to initiate electronic debit and/or credit entries to the Account listed below. The authorized representative
acknowledges the origination of ACH transactions to the listed account complies with provisions of U.S.
law.
Name of Financial Institution to debit/credit Account:
Address:
City, State, Zip:
Financial Institution Routing Number:
For Credit To:
® Checking ❑ Savings (check one) Account Number:
For Further Credit To (such as to Fire or School District):
Type of transfer for this account: ACH INTERCAP Loan# 3020
This authority remains in effect until the Montana Board of Investments and the designated Financial
Institution have received a revised EFT Authorization from an authorized representative or Loan #3020
has been paid in full according to its terms.
Signature 4 Date 4
Printed Name +
Please notify the Montana Board of Investments if you have applied a filter or a block to your
account.
Please mail with documents or upload the completed form to:
hftps:Hinvestmentmt.com/INTERCAP/
ELECTRONIC FUNDS TRANSFER AUTHORIZATION - 1
DocuSign Envelope ID: 203A1 E2A-18133-4C8C-9887-DE0A875C663D
CERTIFICATE OF APPROPRIATION
The undersigned Finance Director hereby certifies with respect to the Loan Agreement (the "Loan
Agreement"), dated as of February 23, 2024, by and between the City of Kalispell (the "Borrower") and the
Board of Investments (the "Board") that:
1. The governing body of the Borrower will prepare its budget for the fiscal year 2025.
2. The Borrower will include in the budget an amount designated and sufficient to make the Loan
Repayments (as defined in the "Loan Agreement') due in fiscal year 2025.
Dated this February 23, 2024.
CITY OF KALISPELL
By Aimee Cooke
Its Finance Director
CERTIFICATE OF APPROPRIATION - 1