Resolution 6274 - SID 348 - Green Acres BondsCERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of Kalispell,
Montana (the "City"), hereby certify that the attached resolution is a true copy of a Resolution entitled:
"RESOLUTION RELATING TO $1,802,000 SEWERAGE SYSTEM REVENUE BONDS (DNRC
WATER POLLUTION CONTROL STATE REVOLVING LOAN PROGRAM), CONSISTING OF
$750,000 SUBORDINATE LIEN TAXABLE SERIES 2025A BOND AND $1,052,000 TAX-EXEMPT
SERIES 2025B BOND; AUTHORIZING THE ISSUANCE AND FIXING THE TERMS AND
CONDITIONS THEREOF" (the "Resolution'), on file in the original records of the City in my legal
custody; that the Resolution was duly adopted by the City Council of the City at a regular meeting on
August 4, 2025 and that the meeting was duly held by the City Council and was attended throughout by a
quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has
not as of the date hereof been amended or repealed.
I further certify that, upon vote being taken on the Resolution at said meeting, the following City
Council members voted in favor thereof:
Council Members Gabriel, Carlson, Hunter, Nunnally, Daoud, Fisher, Graham, and Mayor Johnson
voted against the same: None
abstained from voting thereon:
or were absent: Council Member Dahlman
WITNESS my hand and seal officially this 4" day of August 2025.
(SEAL)
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RESOLUTION NO.6274
RESOLUTION CREATING SPECIAL IMPROVEMENT DISTRICT (GREEN
ACRES COMMUNITY IMPROVEMENT) AND AUTHORIZING THE ISSUANCE
OF SPECIAL IMPROVEMENT DISTRICT BONDS (SPECIAL IMPROVEMENT
DISTRICT NO. 348 (GREEN ACRES COMMUNITY IMPROVEMENT)),
(I) SUBORDINATE LIEN TAXABLE SERIES 2025A, AND (II) TAX-EXEMPT
SERIES 202513; FIXING THE FORM AND DETAILS AND PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR
BE IT RESOLVED by the City Council (the "City Council") of the City of Kalispell, Montana (the
"City"), as follows:
Section 1. Recitals. It is found, determined and declared as follows:
1.01. Special Improvement District No. 348.
Special Improvement District No. 348 (Green Acres Community) (the "District") was established
by Resolution No. 6260, adopted by the City Council on June 16, 2025 ("Intent Resolution").
Section 2. Method of Financing.
2.01. The City will issue its Special Improvement District Bonds, in two series, one a taxable
Series 2025A Bond (the "Series 2025A Bond") in the maximum principal amount of up to $168,386 (the
"Series 2025A Loan"), and the other a Tax Exempt Series 2025B Bond (the "Series 2025B Bond" or the
"Series 2025 Tax -Exempt Bond;" and together with the Series 2025A Bond, the "Series 2025 Bonds") in
the maximum principal amount of up to $175,000 (the "Series 2025E Loan," and together with the Series
2025A Loan, the "2025 Loans"), and will loan the proceeds of the 2025 Loans to Green Acres Cooperative,
Inc. ("Green Acres"), in order to finance a portion of the costs of local sewer improvements (the
"Improvements") to benefit the property located at 1721 South Woodland Drive in the City ("Green Acres
Community"). Principal of and interest on the Series 2025 Bonds will be paid from a special assessment
levied against property located in the District (the "Assessments"). The City Council further finds it is in
the public interest and in the best interest of the City and the District to secure payment of the principal of
and interest on the Series 2025A Bond from amounts on deposit in a reserve account or fund.
2.02. Construction Contracts and Related Costs. Plans, specifications, maps, profiles and surveys
for construction of the Improvements in the District were prepared by the engineers acting for the City with
respect to the Improvements, and were thereupon examined and approved by this City Council. An
advertisement for bids for construction of the Improvements in the District was published by the City, in
accordance with the provisions of Section 7-12-4141 of the Act, after which the bids theretofore received
were opened and examined. The City, along with officials from the Green Acres Community and its
independent third party consultants, subsequently reviewed the bids for the Improvements to the District,
and the City, along with input from the Green Acres Community and its independent third party consultants,
subsequently awarded the contract for construction of the Improvements in the District to the contractors
that were determined to be the lowest bidders for the furnishing of all work and material required for
constructing the Improvements in the District.
2.03. Costs. The costs of the Improvements to be funded from the Series 2025 Bonds and other
sources are currently estimated and shown on the table on the following page:
District
Grant and Loan Administration
Line of Credit Origination and
Interest
Loan Reserves
Costs of Issuance
Preliminary Engineering and
Design
Final Engineering Design
Construction Inspection Eng.
Construction
Contingency
Total
Estimated
Cost paid
from Series
A Bond
proceeds
$107,042
61,344
$168,386
Estimated
Cost paid
from Series
B Bond
proceeds
$26,250
12,075
10,000
64,902
61,773
$175,000
Estimated
Cost paid
from CDBG
Funds
$27, 672
115,053
105,781
501,494
$750,000
Estimated
Cost paid Green
from Acres
WMCC Equity
Total
$ 27,672
26,250
12,075
10,000
$24,500
$80,000
$80,000 $24,500
The City currently estimates that the costs and expenses to be specially assessed against the Green
Acres Community, which is the only property benefited by the Improvements in the District, for which the
City has not already received payment; including costs of preparation of plans, specifications, maps,
profiles, engineering superintendence and inspection, preparation of assessment rolls, expenses of making
the special assessments, the cost of work and materials under the construction contracts and all other costs
and expenses; are not less than $385,000. Such amount will be levied and assessed upon Green Acres'
assessable real property within the District on the basis described in the Intent Resolution.
This City Council has jurisdiction and is required by law to levy and assess $385,000, together with
interest thereon, to collect such special assessments and credit the same to the District Account (defined
herein) created for the District, which District Account is to be maintained on the official books and records
of the City separate from all other City funds, for the payment of principal of and interest due on the Series
2025 Bonds.
2.04. The 2025 Loans; Disbursement of the 2025 Loans.
(a) The Department of Natural Resources and Conservation of the State of Montana, an agency
of the State of Montana (the "DNRC"), has agreed to lend to the City, from time to time as the requirements
of this Section are met, an amount up to: (i) $168,386 (the "2025A Committed Amount"); and (ii) $175,000
(the "2025B Committed Amount," and together with the 2025A Committed Amount, the "Committed
Amounts") for the purposes of financing, refinancing or reimbursing the City for costs of the Improvements
in the District, finding a deposit (the "Reserve Requirement") to the Reserve Subaccount (defined herein),
and paying costs of issuance of the Series 2025 Bonds; provided the DNRC shall not be required to disburse
any proceeds of the 2025 Loans after December 31, 2026. The Committed Amounts may be reduced as
provided in this Resolution. If the City complies with certain conditions for principal forgiveness, the
City's obligation to repay the Series 2025A Bond will be forgiven by the DNRC and the City will cancel
the associated special assessments.
(b) The DNRC intends to disburse the 2025 Loans through U.S. Bank Trust Company,
National Association, as trustee (the "Trustee") under the State of Montana's General Obligation Bonds
(Water Pollution Control State Revolving Fund Program), issued or to be issued pursuant to the Indenture
of Trust, dated as of June 1, 1991,,between the Board of Examiners of the State and the Trustee, as such
may be supplemented or amended from time to time. In consideration of the issuance of the Series 2025
Bonds by the City, the DNRC shall make, or cause the Trustee to make, a disbursement of all or a portion
of the 2025 Loans upon receipt of the following documents:
24,500
115,053
105,781
753,438
123,117
$1,197,886
(i) an Opinion of Bond Counsel as to the validity and enforceability of the Series 2025
Bonds and the security therefor and stating in effect that interest on the Series 2025B Bond, and if
the City has met the requirements for the forgiveness of the Series 2025A Loan, the Series 2025A
Bond, is not includable in gross income of the owner thereof for purposes of federal income
taxation, in form and substance satisfactory to the DNRC;
(ii) the Series 2025A Bond and the Series 2025B Bond, fully executed and
authenticated in substantially the forms attached hereto as Exhibit A-1 and Exhibit A-2,
respectively;
(iii) a certified copy of this Resolution;
(iv) any other security instruments or documents required by the DNRC or DEQ as a
condition to their approval of the 2025 Loans;
(v) if all or part of a 2025 Loan is being made to refinance the Improvements or
reimburse the City for costs of the Improvements paid prior to the date of delivery of the Series
2025 Bonds (the "Closing"), evidence, satisfactory to the DNRC and Bond Counsel, (A) that the
acquisition or construction of the Improvements was begun no earlier than March 7, 1985 or the
debt was incurred no earlier than March 7, 1985, (B) of the City's title to the Improvements, (C) of
costs of such Improvements and that such costs have been paid by the City, and (D) if such costs
were paid before adoption of this Resolution that the City has complied with Section 1.150-2 of the
Regulations; and
(vi) such other certificates, documents and other information as the DNRC, the
Department of Environmental Quality of the State of Montana, an agency of the State (the "DEQ"),
or the Opinion of Bond Counsel referred to in subparagraph (1) may require (including any
necessary arbitrage rebate instructions).
(c) In order to obtain a disbursement of a portion of the 2025 Loans to pay a portion of the
costs of the Improvements, the City shall submit to the DNRC and the Trustee a signed request for
disbursement on the form prescribed by the DNRC, with all attachments required by such form. The City
may obtain disbursements only for costs which have been legally incurred and are due and payable. All
2025 Loan disbursements will be made to the City only upon proof that cost was incurred.
(d) From and after the first advance of funds of the Series 2025B Loan by the DNRC to the
City in an amount of at least $8,750 (the "2025B First Advance"), the 2025 Loans shall be disbursed, subject
to the other terms and conditions of this Resolution, in the following order:
(i) First, the total amount of each advance will be split equally between the Series
2025A Loan and the Series 2025B Loan, until the entire amount of the Series 2025A Loan is
advanced; provided that the initial advance shall include the 2025B First Advance.
(ii) Second, after the Series 2025A Loan is advanced in full, all advances will be from
the Series 2025B Loan.
(e) The City shall not be entitled to, and the DNRC shall have no obligation to make, the
2025B First Advance or any subsequent advance of any amounts under the Series 2025B Loan until such
time as the City shall have funded the Reserve Subaccount in an amount then required to satisfy the Reserve
Requirement for the applicable issue.
(f) The City shall submit the request for the 2025B First Advance in the form required by the
DNRC so that it is received in sufficient time for the DNRC to process the information by the date desired
by the City for the making of the 2025B First Advance.
(g) For refinancings, a disbursement schedule complying with the requirements of the Clean
Water Act shall be established by the DNRC and the City at Closing.
(h) If all or a portion of the 2025 Loans is made to reimburse a City for Improvement costs
paid by it prior to Closing, the City shall present at Closing the items required by (b) above relating to such
costs.
0) Notwithstanding anything herein to the contrary, the Trustee shall not be obligated to
disburse the 2025 Loans any faster or to any greater extent than it has available Series 2025 Bond proceeds
and other amounts available therefor in the Reserve Subaccount. The City acknowledges that if
Improvement costs are incurred faster than the City projected at Closing, there may be delays in making
2025 Loan disbursements for such costs. The DNRC will use its reasonable best efforts to obtain an
acceleration of such schedule if necessary.
{j) Upon making each Series 2025A Loan disbursement and Series 2025B Loan disbursement,
the Trustee shall note such disbursement on Schedule A to the Series 2025A Bond and the Series 2025B
Bond, respectively. At Closing, Schedule A to the Series 2025B Bond shall note the 2025B First Advance
that is made.
(k) The City agrees that it will deposit in the Reserve Subaccount upon receipt thereof, on the
date of the 2025B First Advance and any subsequent disbursement dates, any proceeds of the 2025B Loan
borrowed for the purpose of increasing the balance in the Reserve Subaccount to equal the Reserve
Requirement. The City further acknowledges and agrees that any portion of the 2025 Loans representing
capitalized interest shall be advanced only on January 1 and July I (each a "Payment Date") and shall be
transferred by the Trustee on the Payment Date directly to the Revenue Bond Account. The amount of any
such transfer shall be a credit against the interest payments due on the Bonds and interest thereon shall
accrue only from the date of transfer.
(1) Compliance by the City with its representations, covenants and agreements contained in
this Resolution and any security agreement, guaranty or other document or agreement delivered to the
DNRC securing the obligations of the City under this Resolution and the Series 2025 Bonds (the "Collateral
Documents") shall be a further condition precedent to the disbursement of the 2025 Loans in whole or in
part. The DNRC and the Trustee, in their sole and absolute discretion, may make one or more
disbursements, in whole or in part, notwithstanding such noncompliance, and without liability to make any
subsequent disbursement of the 2025 Loans.
(m) The determination of the pro -ration of the percentage of each disbursement between the
2025 Loans shall be made by the DNRC. It is the understanding of the City that the 2025 Loans are
anticipated to be disbursed with an intended allocation of 49% to the Series 2025A Loan and 5 1 % to the
Series 2025B Loan.
2.05. Commencement of Loan Term. The City's obligations under this Resolution shall
commence on the date hereof unless otherwise provided in this Resolution. However, the obligation to
make payments under Article I hereof shall commence only upon the first disbursement of the 2025B First
Advance.
4
2.06. Termination of Loan Term. The City's obligations under this Resolution with respect of
the Series 2025 Bonds shall terminate upon payment in full of all amounts due under the Series 2025 Bonds
and this Resolution; provided, however, that the covenants and obligations provided in Section 8 of this
Resolution shall survive the termination of this Resolution.
2.07. Compliance with the Montana Constitution and Statutes. All acts, conditions and things
required by the Constitution and laws of the State of Montana, including the Act, in order to make the Series
2025 Bonds valid and binding special obligations in accordance with their terms and in accordance with
the terms of this Resolution have been done, do exist, have happened and have been performed in regular
and due form, time and manner as so required.
Section 3. The Series 2025 Bonds.
3.01. Issuance and Sale of the Series 2025 Bonds. The City Council has investigated the facts
necessary and hereby finds, determines and declares it to be necessary and desirable for the City to issue
the Series 2025 Bonds to evidence the 2025 Loans. The Series 2025 Bonds are issued to the DNRC without
public sale as authorized under Montana law.
3.02. Terms. The Series 2025A Bond and the Series 2025B Bond shall be in the maximum
principal amount equal to the original 2025A Committed Amount and the 2025B Committed Amount,
respectively, shall each be issued as a single, fully registered bond numbered R-1, shall be dated as of the
date of delivery to the DNRC, and shall each bear interest at the rate charged by the DNRC on the 2025A
Loan and the 2025B Loan, respectively.
3.03. Interest and Surcharges. Until a written statement delivered to the City by the DNRC
(i) that the City's obligation to repay the principal of the Series 2025A Bond is not forgiven (the
"Noncompliance Statement") or (ii) in response to a Compliance Certificate and Request (in the form
attached hereto as Exhibit B) that the City's obligation to repay the principal of the Series 2025A Bond is
forgiven (the "Forgiveness Statement," and together with the Noncompliance Statement, the
"Determination Statement"), and so long as the City's obligation to repay the principal of the 2025A Loan
is forgiven as provided in Section 3.04 below, amounts disbursed by the DNRC under this Resolution that
are evidenced by the Series 2025A Bond bear interest at the rate of zero percent (0.00%) per annum from
the date of each advance; provided, however, if the DNRC delivers to the City a Noncompliance Statement,
then all principal of the Series 2025A Bond advanced by the DNRC shall be payable and amounts disbursed
by the DNRC under this Resolution that are evidenced by the Series 2025A Bond shall bear interest at the
rate of two percent (2.00%) per annum, and in addition the City shall pay the Administrative Expense
Surcharge and the Loan Loss Reserve Surcharge from the date of each advance under the Series 2025A
Bond, each at the rate of twenty-five hundredths of one percent (0.25%) per annum. The 2025B Loan shall
each bear interest at the rate of two percent (2.00%) per annum and the City shall pay the Administrative
Expense Surcharge and Loan Loss Reserve Surcharge on the outstanding principal amounts of the 2025B
Loan at the rate of twenty-five hundredths of one percent (0.25%) per annum. For purposes of this
Resolution and the DNRC's program, with respect to the 2025A Loan and the 2025B Loan, the term
"interest on the 2025 Loans" or "interest on the 2025A Loan" or "interest on the 2025B Loan", when not
used in conjunction with a reference to any surcharges, shall include the Administrative Expense Surcharge
and the Loan Loss Reserve Surcharge, if applicable. The City shall pay all Loan Repayments and
surcharges in lawful money of the United States of America to the DNRC. Interest, Administrative Expense
Surcharge, and Loan Loss Reserve Surcharge shall be calculated on the basis of a year of 360 days
comprising 12 months of 30 days each.
3.04.. Repayment of 2025A Loan; Principal Forgiveness.
(a) The City is obligated to repay the principal of and interest and Administrative Expense
Surcharge and Loan Loss Reserve Surcharge on the 2025A Loan, unless the DNRC forgives the City's
obligation to repay the principal of the 2025A Loan as provided below. Subject to the provisions of (b)
below, the Loan Repayments and the Administrative Expense Surcharge and Loan Loss Reserve Surcharge
on the 2025A Loan shall be due on each Payment Date as follows:
G) Interest and Administrative Expense Surcharge and Loan Loss Reserve Surcharge
on the outstanding principal balance of the 2025A Loan shall be payable on each Payment Date
following the date of delivery of the DNRC of a Noncompliance Statement and concluding on
January 1, 2027; and
(ii) The principal of the 2025A Loan shall be payable on each Payment Date beginning
on the Payment Date that is the first to occur following deliver by the DNRC of Noncompliance
Statement and concluding on January 1, 2027, and the amount of each principal payment shall be
calculated on the basis of a substantially level debt service at the rate of 2.00% per annum; provided
that principal of the 2025A Loan is payable only in amounts that are multiples of $1.
(b) Notwithstanding (a) above, so long as the City is proceeding diligently to completion of
the Improvements and the City has executed and delivered the Compliance Certificate and Request to the
DNRC and DEQ in substantially the form attached hereto as Exhibit within thirty (30) days after the date
that the Compliance Certificate and Request provided to the City by the DNRC, the DNRC will, following
review and approval of the Compliance Certificate and Request, deliver to the City a Forgiveness Statement
and the City will thereafter have no obligation to repay amounts advanced under the Series 2025A Bond or
interest or surcharges thereon and the Series 2025A Bond will be marked "CANCELLED" and returned by
the DNRC to the City. However, in the event the City fails to deliver timely the Compliance Certificate
and Request, or the City cannot submit the Compliance Certificate and Request because it cannot make the
certifications required therein, or the Compliance Certificate and Request is delivered in a form that deviates
materially from the attached hereto as Exhibit B as determined in the sole and absolute discretion of the
DNRC and the DEQ, or the DNRC or the DEQ determines at any time that the Improvements or any portion
thereof or of the work relating thereto fails to comply with DNRC program requirements, then the DNRC
will deliver to the City a Noncompliance Statement. Upon delivery of a Noncompliance Statement by the
DNRC to the City, all principal advanced or to be advanced under the Series 2025A Bond, together with
interest, Administrative Expense Surcharge, and Loan Loss Reserve Surcharge thereon from the date of
each advance; shall be payable as provided in (a) above.
(c) In addition, in the event the DNRC delivers a Noncompliance Statement, the Series 2025A
Bond will continue in effect as a subordinate obligation.
3.05. Repayment of 2025B Loan. The Loan Repayments and surcharges on the 2025B Loan
required by this Section shall be due on each Payment Date, as follows:
(i) interest and Administrative Expense Surcharge and Loan Loss Reserve Surcharge
on the outstanding principal balance of the 2025B Loan shall be payable on each January 1 and
July 1, beginning on January 1, 2026, and concluding on July 1, 2045; and
(ii) the principal of the 2025B Loan shall be repayable on each Payment Date,
beginning on January 1, 2026, and concluding on July 1, 2045, and the amount of each principal
payment shall be calculated on the basis of a substantially level debt service at a rate of 2.50% per
M
annum; provided that principal of the 2025E Loan is payable only in amounts that are multiples of
$1,000.
3.06. Details Regarding 2025 Loan Repay. Upon each disbursement of the 2025 Loans to
the City pursuant to this Resolution, the Trustee shall enter or cause to be entered the amount advanced on
Schedule A to the Series 2025A Bond and the Series 2025B Bond, as applicable, under "Advances" and
the total amount advanced under this Resolution, including such disbursement, under "Total Amount
Advanced." Loan Repayments and the Administrative Expense Surcharge and the Loan Loss Reserve
Surcharge on the 2025B Loan and, if applicable, on the 2025A Loan, accrue on each such advance from
the date of disbursement and shall be due and payable on the dates and in the amounts shown in Schedule
B to the Series 2025A Bond and the Series 2025B Bond, as such Schedule B shall be modified from time
to time as provided in this Resolution. The portion of each such Loan Repayment consisting of principal,
of interest, of Administrative Expense Surcharge and of Loan Loss Reserve Surcharge shall be set forth in
Schedule B to the Series 2025A Bond and the Series 2025B Bond.
If DNRC shall have delivered a Noncompliance Statement, then Schedule B to the Series 2025A
Bond shall continue to reflect interest and surcharges onamountsadvanced under the Series 2025A Bond
at the rate of 2.00% per annum. If the DNRC delivers a Forgiveness Statement, Schedule B to the Series
2025A Bond will be disregarded and of no effect.
Past -due Loan Repayments and the Administrative Expense Surcharge and the Loan Loss Reserve
Surcharge shall bear interest at the rate of ten percent (10.00%) per annum, until paid.
Any payment of principal and interest as to the Series 2025B Bond and, if applicable, the Series
2025A Bond, and the Administrative Expense Surcharge and the Loan Loss Reserve Surcharge as to the
Series 2025E Bond and, if applicable, the Series 2025A Bond under this Resolution shall be credited against
the same payment obligation under the Series 2025B Bond and, as applicable, the Series 2025A Bond.
3.07. Redemption of the Series 2025 Bonds.
(a) Mandatory Redemption — Series 2025B Bonds. If on any Payment Date there will
be a balance in the Debt Service Fund after payment of the principal and interest due on all Series
2025B Bonds drawn against it, either from (i) the prepayment of special assessments levied in the
District or (ii) the transfer of surplus proceeds from the Project Subaccount to the District Account
and, subsequently, to the Debt Service Fund, as provided in Section 4 hereof, then the Finance
Director shall call for redemption on the Payment Date outstanding Series 2025B Bonds, or
portions thereof, in an amount which, together with the interest thereon to the Payment Date, will
equal the amount of such funds on deposit in the Debt Service Fund on that date. The redemption
price of the Series 2025B Bonds on such Payment Date shall equal the amount of the principal
amount of the Series 2025B Bonds to be redeemed, plus interest accrued to the date of redemption
on the applicable Payment Date.
(b) Optional Redemption — Series 2025B Bonds. The City may not prepay all or any
part of the outstanding principal amount of the Series 2025B Bond and, if applicable, the Series
2025A Bond, unless (i) a Determination Statement has been delivered, (ii) it obtains the prior
written consent of the DNRC thereto, and (iii) no Loan Repayment or Administrative Expense
Surcharge or Loan Loss Reserve Surcharge is then delinquent. Any prepayment permitted by the
DNRC must be accompanied by payment of accrued interest, Administrative Expense Surcharge
and Loan Loss Reserve Surcharge to the date of prepayment on the amount of principal prepaid. If
the Series 2025 Bonds are prepaid in part pursuant to this Section, such prepayments shall be
applied to principal payments in inverse order of maturity.
(c) Selection of Series 2025B Bonds for Redemption; Partial Redemption. If less than
all of the Series 2025B Bonds are to be redeemed, Series 2025B Bonds shall be redeemed in order
of the stated maturities thereof. If less than all Series 2025B Bonds of a stated maturity are to be
redeemed; the Series 2025B Bonds of such maturity shall be selected for redemption in $1 principal
amounts selected by the Registrar by lot or other manner it deems fair. Upon partial redemption of
a Series 2025B Bond, a new Series 2025B Bond or Series 2025B Bonds will be delivered to the
registered owner without charge, representing the remaining principal amount thereof outstanding.
(d) Notice and Effect of Redemption. The date of redemption and the principal amount
of the Series 2025B Bonds to be redeemed shall be fixed by the Finance Director, who shall give
notice thereof to the Registrar forty-five (45) days in advance in order for the Registrar to give
notice, by first class mail, postage prepaid, or by other means required by DTC (hereafter defined),
to the owner or owners of such Series 2025B Bonds at their addresses appearing in the Bond
register, of the numbers of the Series 2025E Bonds or portions thereof to be redeemed and the date
on which payment will be made, which date shall be not less than thirty (30) days after the date of
mailing notice. On the date so fixed interest on the Series 2025B Bonds or portions thereof so
redeemed shall cease.
3.08. Negotiability, Transfer and Registration. The Series 2025 Bonds shall be fully registered
as to both principal and interest, and shall be initially registered in the name of and payable to the DNRC,
shall be dated the date of delivery. While so registered, principal of and interest on the Series 2025 Bonds
shall be payable to the DNRC at the Office of the Department of Natural Resources and Conservation; 1625
Eleventh Avenue, Helena, Montana 59620 or such other place as may be designated by the DNRC in writing
and delivered to the City. The Series 2025 Bonds shall be negotiable, subject to the provisions for
registration and transfer contained in this Section. No transfer of the Series 2025 Bonds shall be valid
unless and until (1) the holder, or his duly authorized attorney or legal representative, has executed the form
of assignment appearing on the Series 2025 Bonds, and (2) the Finance Director of the City or their
successor, as bond registrar (the "Registrar"), has duly noted the transfer on the Series 2025 Bonds and
recorded the transfer on the registration books of the Registrar. The Registrar may, prior to noting and
recording the transfer, require appropriate proof of the transferor's authority and the genuineness of the
transferor's signature. The City shall be entitled to deem and treat the Person in whose name the Series
2025 Bonds are registered as the absolute owner of the Series 2025 Bonds for all purposes, notwithstanding
any notice to the contrary, and all payments to the registered holder shall be valid and effectual to satisfy
and discharge the City's liability upon such Series 2025 Bonds to the extent of the sum or sums so paid.
3.09. Execution, Registration and Delivery. The Series 2025 Bonds shall be prepared under the
direction of the Finance Director, or his or her designee, and shall be executed on behalf of the City by the
signatures of the Mayor, the City Manager; and Finance Director, provided that the signatures and the
corporate seal may be printed, engraved or lithographed facsimiles of the originals. The seal of the City
need not be impressed or imprinted on any Series 2025 Bond. In case any officer whose signature or a
facsimile of whose signature shall appear on the Series 2025 Bonds shall cease to be such officer before the
delivery of any Series 2025 Bond, such signature or facsimile shall nevertheless be valid and sufficient for
all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such
execution, no Series 2025 Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless a certificate of authentication and registration on such Series 2025
Bond has been duly executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication and registration on different Series 2025 Bonds need not be signed by the
same representative. The executed certificate of authentication and registration on each Series 2025 Bond
shall be conclusive evidence that it has been authenticated and delivered under this Resolution. The Series
2025 Bonds shall be registered in order of their serial numbers by the Registrar, as attested by the Certificate
of Authentication, as of the date of issuance of the Series 2025 Bonds. When the Series 2025 Bonds have
been so executed, authenticated and registered, they shall be delivered by the Registrar to DNRC.
3.10. Form. The Series 2025A Bond shall be prepared in substantially the form attached hereto
as Appendix A-1. The Series 2025B Bond shall be prepared in substantially the form attached as Appendix
A-2.
3.11. Application of Bond Proceeds. The Finance Director shall credit the proceeds of the Series
2025 Bonds, when disbursed, as follows:
(a) Up to $0 to the General Fund of the City for the City's administrative fees with
respect to the District;
(b) Up to $12,075 of the proceeds of the Series 2025B Bond to the Reserve
Subaccount;
(c) Up to $331,311 to the Project Subaccount in the District Account of the Debt
Service Fund for the cost of the Improvements and the payment of costs of issuance of the Series
2025 Bonds.
Section 4. Debt Service Fund; Accounts Created Therein; Special Assessments.
4.01. Debt Service Fund. There is created and established a fund designated as the "Special
Improvement District No. 348 Fund" (the "Debt Service Fund"), which fund shall be maintained by the
Finance Director on the books and records of the City separate and apart from all other funds of the City.
Within the Debt Service Fund there shall be created and maintained a separate account of the District
designated as the "Special Improvement District No. 348 Account" (the "District Account"). Within the
District Account there shall be maintained three separate subaccounts, designated as the "Project
Subaccount," the "Principal Subaccount," and the "Interest Subaccount," respectively.
4.02. Project Subaccount. There shall be credited to the Project Subaccount in the District
Account the sale proceeds of the Series 2025 Bonds as provided in in this Resolution. Any earnings on
investment of money in the Project Subaccount shall be retained therein. All costs and expenses of
constructing the Improvements to be paid from proceeds of the Series 2025 Bonds shall be paid from time
to time as incurred and allowed from the Project Subaccount in accordance with the provisions of applicable
law, and money in the Project Subaccount shall be used for no other purpose; provided that upon completion
of the Improvements and after all claims and expenses with respect to the Improvements have been fully
paid and satisfied, any money remaining in the Project Subaccount shall be transferred to the Principal
Subaccount and then to the Debt Service Fund and used to redeem Series 2025 Bonds as provided in Section
3.07 hereof.
4.03. Principal Subaccount and Interest Subaccount.
(a) Principal Subaccount and Interest Subaccount Generally. Money in the Principal
Subaccount and Interest Subaccount shall be used only for (i) payment of the principal of the Series
2025B Bonds from the Principal Subaccount and interest on the Series 2025B Bonds from the
Interest Subaccount as such payments become due or (ii) to redeem Series 2025B Bonds. If the
Series 2025A Bonds are not forgiven, then principal and interest of the Series 2025A Bonds will
be paid as set forth in this subsection.
(b) Deposits to Principal Subaccount and Interest Subaccount. Upon the collection of
the installment of principal and interest due each year on the special assessments to be levied with
Z
respect to the Improvements in the District, the Finance Director shall credit to the Interest
Subaccount the District Account so much of said special assessments as are collected as interest
payments, and the balance thereof to the Principal Subaccount. Interest income on money in the
Principal Subaccount and the Interest Subaccount shall be retained therein and used as any other
funds therein. Any installment of a special assessment paid prior to its due date with interest accrued
thereon to the next succeeding Payment Date shall be credited with respect to principal and interest
payments in the same manner as other special assessments are credited to the Principal Subaccount
and the Interest Subaccount. All money in each Interest Subaccount and Principal Subaccount shall
be used to, respectively, (i) pay interest on the Series 2025 Bonds then due, then to (ii) pay principal
on the Series 2025 Bonds then due. Prior to the applicable Payment Date, the Finance Director shall
transfer the applicable amount from the Principal Subaccount and the Interest Subaccount to the
Debt Service Fund to make the payment due on the Series 2025 Bonds on such Payment Date.
Subsequently, if any money is available, it may be used to redeem Series 2025 Bonds, in accordance
with Section 3.07 hereof. Redemption of the Series 2025 Bonds shall be in order of the principal
amounts they represent as provided in Section 3.07 hereof and interest shall be paid as accrued
thereon to the date of redemption, in accordance with the provisions of Section 7-12-4206 of the
Act. In addition, on the date of issuance of the Series 2025 Bonds, the accrued interest of the Series
2025 Bonds shall be deposited in the Interest Subaccount.
4.04. Reserve Subaccount. The City hereby establishes the Special Improvement District No.
348 Reserve Subaccount (the "Reserve Subaccount") to which the City will deposit a portion of the
proceeds of the Series 2025B Bonds in the amount of the Reserve Requirement on. the date of the 2025B
First Advance. Amounts in the Reserve Subaccount may be used to pay principal of and interest on the
Series 2025B Bond if amounts in the Debt Service Fund are insufficient for such purpose on a payment
date.
Section 5. City Covenants. The City covenants and agrees with the owners from time to time
of each of the Series 2025 Bonds that until all the Series 2025 Bonds and interest thereon are fully paid:
5.01. Compliance with Resolution. The City will hold the Debt Service Fund and the Reserve
Subaccount as trust funds, separate and apart from all of its other fiends, and the City, its officers and agents,
will comply with all covenants and agreements contained in this Resolution.
5.02. Construction of Improvements. The City will do all acts and things necessary to enforce
the provisions of the construction contracts referred to herein and to ensure the completion of the
Improvements for the benefit of the District in accordance with the plans and specifications and within the
time therein provided, and will pay all costs thereof promptly as incurred and allowed, out of Project
Subaccount of the Debt Service Fund and within the amount of the proceeds of the Series 2025 Bonds
appropriated thereto.
5.03. Levy of Assessments. The City will do all acts and things necessary for the final and valid
levy of special assessments upon all assessable real property of the District within the boundaries of the
District in accordance with the Constitution and laws of the State and the Constitution of the United States,
in an aggregate principal amount not less than $385,000.
The special assessments shall be levied on the basis set forth in the Intent Resolution and shall be
payable in equal, semiannual installments over a period not to exceed twenty (20) years, with interest on
the whole amount remaining unpaid at an annual rate equal to the sum of: (i) the average annual interest
rate borne by the Series 2025B Bonds, plus, (ii) in the discretion of the City, one-half of one percent (0.50%)
per annum. The special assessments to be levied will be payable on the 30th day of November in each of
the years 2025 through 2045, and on the 31 st day of May in the years 2026 through 2045, inclusive, if not
theretofore paid, and shall become delinquent on such dates unless paid in full. The first partial payment of
to]
each assessment shall include interest on the entire assessment from the date of original registration of the
Series 2025 Bonds, and each subsequent partial payment shall include interest for six (6) months on that
payment and the then remaining balance of the special assessment. The special assessments shall constitute
a lien upon and against the property against which they are made and levied, which lien may be extinguished
only by payment of the assessment with all penalties, cost and interest as provided in Section 7-12-4191 of
the Act. No tax deed issued with respect to any lot or parcel of land shall operate as payment of any
installment of the assessment thereon which is payable after the execution of such deed, and any tax deed
so issued shall convey title subject only to the lien of said future installments, as provided in Montana Code
Annotated, Section 15-18-214.
5.04. Reassessment. If at any time and for whatever reason any special assessment or tax herein
agreed to be levied is held invalid or determined by the City in its sole discretion needed to be reassessed
(including the forgiveness of the Series 2025A Bond), the City and this City Council, its officers and
employees, will take all steps necessary to correct the same and to reassess and re -levy the same, including
the ordering of work, with the same force and effect as if made at the time provided by law, ordinance or
resolution relating thereto, and will reassess and re -levy the same with the same force and effect as an
original levy thereof, as authorized in Section 7-12-4186 of the Act. Any special assessment, or
reassessment or re -levy shall, so far as is practicable, be levied and collected as it would have been if the
first levy had been enforced including the levy and collection of any interest accrued on the first levy.
If proceeds of the Series 2025 Bonds, including investment income thereon, are applied to the
redemption of such Series 2025 Bands, as provided in Sections 7-12-4205 and 7-12-4206 of the Act, or if
refunding bonds are issued and the principal amount of the outstanding Series 2025 Bonds of the District
is decreased or increased, the City will reduce or increase, respectively, the special assessments levied in
the District and then outstanding pro rata by the principal amount of such prepayment or the amount above
or below the outstanding principal amount of bonds represented by the refunding bonds. The City and this
City Council, its officers and employees will reassess and re -levy such special assessments, with the same
effect as an original levy, in such reduced or increased amounts in accordance with the provisions of
Sections 7-12-4176 through 7-12-4178 of the Act.
5.05. Absence of Litigation. There is now no litigation pending or, to the knowledge of the City,
threatening or questioning: (i) the validity or regularity of the creation of the District, the contracts for
construction of the Improvements or the undertaking and agreement of the City to levy special assessments
therefor and to make good any deficiency in the collection thereof through the making of advances from
the Reserve Subaccount as security for the Series 2025 Bonds; the right and power of the City to issue the
Series 2025 Bonds; or (iii) in any manner questioning the existence of any condition precedent to the
exercise of the City's powers in these matters. If any such litigation should be initiated or threatened, the
City will forthwith notify in writing the DNRC, and will furnish the DNRC a copy of all documents,
including pleadings, in connection with such litigation.
5.06. Waiver of Penalty and Interest. The City covenants not to waive the payment of penalty or
interest on delinquent special assessments levied on Green Acres property in the District, unless the City
determines, by resolution of this City Council, that such waiver is in the best interest of the owners of the
outstanding Series 2025 Bonds.
Section 6. Tax Matters.
6.01. Use of Improvements. The Improvements will be owned and operated by the City and
available for use by members of the general public on a substantially equal basis. The City shall not enter
into any lease, use or other agreement with any non -governmental person relating to the use of the
Improvements or security for the payment of the Series 2025 Bonds which might cause the Series 2025
11
Bonds to be considered "private activity bonds" or "private loan bonds" within the meaning of Section 141
of the Code and the applicable Regulations.
6.02. General Covenant. The City covenants and agrees with the owners from time to time of the
Series 2025 Bonds that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Series 2025 Bonds to become includable in gross income for
federal income tax purposes under the Code and applicable Treasury Regulations. By this Resolution, the
City covenants to take any and all actions within its powers to ensure that the interest on the Series 2025
Bonds will not become includable in gross income for federal income tax purposes under the Code and
applicable Regulations.
6.03. Arbitrage Certification. The Mayor, the City Manager and the Finance Director, being the
officers of the City charged with the responsibility for issuing the Series 2025 Bonds pursuant to this
Resolution, are authorized and directed to execute and deliver to the DNRC a certificate in accordance with
the provisions of Section 148 of the Code and the Regulations, stating that on the basis of facts, estimates
and circumstances in existence on the date of issue and delivery of the Series 2025B Bonds, it is reasonably
expected that the proceeds of the Series 2025B Bonds will be used in a manner that would not cause the
Series 2025 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and the
Regulations.
6.04. Not Qualified Tax -Exempt Obligations. The Series 2025B Bonds do not qualify as
"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code.
Section 7. Authentication of Transcript. The officers of the City are authorized and directed
to furnish to DNRC and to bond counsel certified copies of all proceedings relating to the issuance of the
Series 2025 Bonds and such other certificates and affidavits as may be required to show the right power
and authority of the City to issue the Series 2025 Bonds, and all statements contained in and shown by such
instruments, including any heretofore furnished, shall constitute representations of the City as to the truth
of the statements purported to be shown thereby.
Section 8. Defeasance.
8.01. General. When the liability of the City on all Series 2025 Bonds issued under and secured
by this Resolution has been discharged as provided in this Section, all pledges, covenants and other rights
granted by this Resolution to the owners of such obligations shall cease.
8.02. Payment. The City may discharge its liability with reference to any Series 2025 Bond or
installment of interest thereon which is due on any date by on or before that date depositing with the
Registrar funds sufficient and providing proceeds available for the payment thereof in full, or if any Series
2025 Bond or installment of interest thereon shall not be paid when due, the City may nevertheless discharge
its liability with reference thereto by depositing with the Registrar funds sufficient and providing proceeds
available for the payment thereof in full with interest accrued to the date of such deposit or mailing.
8.03. Prepayment. The City may also discharge its liability with reference to any prepayable
Series 2025 Bonds which are called for redemption on any date in accordance with their terms by depositing
with the Registrar on or before that date an amount equal to the principal and interest which are then due
thereon, provided that notice of such redemption has been duly given as provided in this Resolution.
8.04. Escrow. The City may also at any time discharge its liability in its entirety with reference
to the Series 2025 Bonds, subject to the provisions of law now or hereafter authorizing and regulating such
action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this
purpose, cash or securities which are authorized by law to be so deposited, bearing interest payable at such
12
times and at such rates and maturing on such dates as shall be required, without reinvestment, to provide
funds sufficient to pay all principal and interest to become due on all Series 2025 Bonds on or before
maturity or, if any Series 2025 Bond has been duly called for redemption or notice of such redemption has
been irrevocably provided for, on or before the designated redemption date.
8.05. Irrevocable Deposits. If an officer of the City is the Registrar, any deposit made under this
Section with the Registrar shall be irrevocable and held for the benefit of the owners of the Series 2025
Bonds in respect of which such deposits have been made.
Section 9. Indemnification of DNRC and DEQ.
The City shall, to the extent permitted by law, indemnify and save harmless the DNRC and the
DEQ and their officers, employees and agents (each an "Indemnified Party" or, collectively, the
"Indemnified Parties") against and from any and all claims, damages, demands, expenses, liabilities and
losses of every kind asserted by or on behalf of any Person arising out of the acts or omissions of the City
or its employees, officers, agents, contractors, subcontractors, or consultants in connection with or with
regard or in any way relating to the condition, use, possession, conduct, management, planning, design,
acquisition, construction, installation or financing of the Improvements. The City shall, to the extent
permitted by law, also indemnify and save harmless the Indemnified Parties against and from all costs,
reasonable attorneys' fees, expenses and liabilities incurred in any action or proceeding brought by reason
of any such claim or demand. If any proceeding is brought against an Indemnified Party by reason of such
claim or demand, the City shall, upon notice from an Indemnified Party, defend such proceeding on behalf
of the Indemnified Party.
Section 10. Repeals and Effective Date.
10.01. Repeal. All provisions of other resolutions and other actions and proceedings of the City
and this City Council that are in any way inconsistent with the terms and provisions of this Resolution are
repealed, amended and rescinded to the full extent necessary to give full force and effect to the provisions
of this Resolution.
10.02. Effective Date. This Resolution shall take effect immediately upon its passage and adoption
by this City Council.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF
THE CITY OF KALISPELL, THIS 4TH DAY OF AUGUST, 2025.
ATTEST:
Aim e Brunckhorst, CMC
City Clerk
Mark Johnson
Mayor
13
APPENDIX A-1
[Form of the Series 2025A Bond]
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF FLATHEAD
CITY OF KALISPELL
CITY OF KALISPELL
SPECIAL IMPROVEMENT DISTRICT BOND
(SPECIAL IMPROVEMENT DISTRICT NO.348
(GREEN ACRES ACOMMUNITY IMPROVEMENT)),
SUBORDINATE LIEN TAXABLE SERIES 2025A
No. R-1 $168,386
Dated: August _, 2025
FOR VALUE RECEIVED, the City of Kalispell, Montana (the "City"), a duly organized and
existing municipal corporation in Flathead County, Montana, acknowledges itself to be specially indebted
and hereby promises to pay to the Department of Natural Resources and Conservation of the State of
Montana (the "DNRC"), or its registered assigns, solely out of available funds in the District Account (the
"District Account"), the principal sum equal to the sum of the amounts entered on Schedule A attached
hereto under "Total Amount Advanced," with interest on each such amount from the date such amount is
advanced hereunder at the rate of two percent (2.00%) per annum on the unpaid balance until paid, together
with an Administrative Expense Surcharge and a Loan Loss Reserve Surcharge on the outstanding principal
amount of this Series 2025A Bond from the date of each advance of principal, each at the rate of twenty-
five hundredths of one percent (0.25%) per annum, all subject to the effect of the immediately following
paragraph. Principal, interest, Administrative Expense Surcharge and Loan Loss Reserve Surcharge shall
be payable in semiannual installments payable on each January 1 and July 1 (each a `'Loan Repayment
Date") commencing with the Payment Date that is the first to occur following delivery by the DNRC to the
City of a statement that the City's obligation to repay the principal amount of the 2025A Loan is not
forgiven and ending on July 1, 2045, all as described in the Resolution (as hereinafter defined), subject to
earlier redemption. Each installment shall be in the amount set forth opposite its due date in Schedule B
attached hereto under "Total Loan Payment." The portion of each such payment consisting of principal, of
interest, of Administrative Expense Surcharge, and of Loan Loss Reserve Surcharge shall be as set forth in
Schedule B hereto. Upon each disbursement of 2025A Loan, the DNRC shall enter (or cause to be entered)
the principal amount advanced on Schedule A under `'Advances" and the total amount advanced under the
Resolution, including such advance, under "Total Amount Advanced." The DNRC shall prepare Schedule
B and any revised Schedule B, or cause Schedule B and any revised Schedule B to be prepared, as provided
in the Resolution, and the final Schedule B will reflect repayments under the Resolution. Schedule B shall
be calculated and recalculated on a level debt service basis assuming an interest rate of 2:50% per annum.
Past -due payments of principal and interest and Administrative Expense Surcharge and Loan Loss Reserve
Surcharge shall bear interest at the rate of ten percent (10.00°%) per annum, until paid. Interest and
Administrative Expense Surcharge and Loan Loss Reserve Surcharge shall be calculated on the basis of a
360-day year comprising 12 months of 30 days each. All payments under this Series 2025A Bond shall be
made to the registered holder of this Series 2025A Bond, at its address as it appears on the Bond register,
in lawful money of the United States of America.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SERIES 2025A BOND, IN
THE EVENT THAT THE CITY TIMELY DELIVERS A COMPLIANCE CERTIFICATE AND
A-1-1
REQUEST (AS DEFINED IN THE RESOLUTION) IN FORM AND SUBSTANCE SATISFACTORY
TO THE DNRC AND THE DNRC IN RESPONSE THERETO SUPPLIES TO THE CITY A
FORGIVENESS STATEMENT, THEN THEREUPON INTEREST SHALL BE DEEMED TO ACCRUE
ON THE PRINCIPAL ON THIS SERIES 2025A BOND FROM THE DATE OF EACH ADVANCE AT
THE RATE OF ZERO PERCENT (0.00%) PER ANNUM AND THE CITY'S OBLIGATION TO REPAY
PRINCIPAL ADVANCED HEREUNDER SHALL BE FORGIVEN, AND THE CITY SHALL HAVE
NO OBLIGATION TO REPAY THE DNRC OR ITS REGISTERED ASSIGNS ANY AMOUNTS
ADVANCED HEREUNDER OR INTEREST OR ANY SURCHARGE THEREON. THIS SERIES
2025A BOND SHALL THEREUPON BE MARKED "CANCELLED" AND RETURNED BY THE
HOLDER TO THE CITY, AND THIS SERIES 2025A BOND SHALL NO LONGER CONSTITUTE AN
OBLIGATION OF THE CITY OR OF THE SYSTEM (AS HEREINAFTER DEFINED). IN ADDITION,
UNTIL THE DELIVERY OF A DETERMINATION STATEMENT BY THE DNRC TO THE CITY,
THE OBLIGATION FO THE CITY TO REPAY THE OUTSTANDING PRINCIPAL AMOUNT
HEREOF SHALL BE DEFERRED UNTIL THE PAYMENT DATE FIRST OCCURRING AFTER
DELIVERY OF A NONCOMPLIANCE STATEMENT AND INTEREST SHALL BE DEEMED TO
ACCRUE ON THE PRINCIPAL OF THIS SERIES 2025A BOND FROM THE DATE OF EACH
ADVANCE UNTIL DELIVERY OF SUCH NONCOMPLIANCE STATEMENT AT THE RATE OF
ZERO PERCENT (0.00%) PER ANNUM.
This Series 2025A Bond is one of an issue of Special Improvement District No. 348 (Green Acres
Community Improvement)) Series 2025 Bonds of the City authorized to be issued in one or more series
from time to time, and constitutes a series in the maximum authorized principal amount of $168,386 (the
"Series 2025A Bond"). The Series 2025A Bond is issued to finance a portion of costs of local sewer
improvements (the "Improvements") to benefit the property located at 1721 South Woodland Drive in the
City ("Green Acres Community") and to pay costs of issuance of the Series 2025 Bonds (as defined herein).
The Series 2025A Bond is issued pursuant to and in full conformity with the Constitution and taws of the
State of Montana thereunto enabling, including Montana Code Annotated, Title 7, Chapter 7, Part 44 and
45, as amended, and a Resolution No. duly adopted by the City Council of the City on August 4,
2025 (the "Resolution"). Terms used with initial capital letters but not defined herein have the meanings
given to them in the Resolution. This Series 2025A Bond is issuable only as a single, fully registered bond.
This Series 2025A Bond is issued as a Subordinate Obligation payable out of District Fund. Simultaneously
herewith, the City is issuing its $175,000 Special Improvement District No. 348 (Green Acres Community
Improvement)), Tax -Exempt Series 2025B (the "Series 2025B Bond," and together with the Series 2025A
Bond, the "Series 2025 Bonds"), which is payable from the District Fund. Following the 2025B First
Advance, the total amount of each advance will be split equally between the Series 2025A Bond and the
Series 2025B Bond, until the entire amount of the Series 2025A Bond is advanced.
Reference is made to the Resolution for a more complete statement of the terms and conditions
upon which this Series 2025A Bond has been issued, the conditions upon which the Resolution may be
amended, the rights, duties and obligations of the City; and the rights of the owners of this Series 2025A
Bond.
The City may prepay the principal of this Series 2025A Bond only if (i) a Determination Statement
has been delivered, (ii) it obtains the prior written consent of the DNRC thereto, and (iii) no Loan
Repayment or Administrative Expense Surcharge or Loan Loss Reserve Surcharge is then delinquent. Any
prepayment permitted by the DNRC must be accompanied by payment of accrued interest and
Administrative Expense Surcharge and Loan Loss Reserve Surcharge to the date of prepayment on the
amount of principal prepaid. If this Series 2025A Bond is prepaid in part, such prepayments shall be applied
to principal payments in inverse order of maturity.
F.16Q►J
This Series 2025A Bond, including interest and any premium, are payable solely from the District
Fund and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation
or provision.
The City may deem and treat the person in whose mine this Series 2025A Bond is registered as the
absolute owner hereof, whether this Series 2025A Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and the City shall not be affected by any notice to the contrary. This
Subordinate Series 2025A Bond may be transferred as hereinafter provided.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that the City has duly
authorized and will forthwith construct and complete the Improvements to the Green Acres Community
described in the Resolution, that it will levy special assessment against property located in the District; that
all acts, conditions and things required by the Constitution and laws of the State of Montana and the
ordinances and resolutions of the City to be done, to exist, to happen and to be performed in order to make
this Series 2025A Bond a valid and binding special obligation of the City according to its terms have been
done, do exist, have happened and have been performed as so required; and that this Series 2025A Bond
and the premium, if any, and interest hereon are payable solely out of the District Fund and do not constitute
a debt of the City within the meaning of any constitutional or statutory limitation or provision and the
issuance of this Series 2025A Bond does not cause either the general or the special indebtedness of the City
to exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City of Kalispell, Flathead County, Montana, by its City Council,
has caused this Series 2025A Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor, City Manager and Finance Director and has caused this Series 2025A Bond to be dated as of
the date first written above.
ATTEST:
City Clerk
CITY OF KALISPELL, MONTANA
Mayor
City Manager
Finance Director
A-1-3
The Series 2025A Bond shall be fully registered as to both principal and interest. No transfer of the
Series 2025A Bond shall be valid unless and until (1) the registered holder of the Series 2025A Bond, or
his duly authorized attorney or legal representative, executes the form of assignment appearing on the Series
2025A Bond, and (2) the Finance Director as bond registrar (the "Registrar"), has duly noted the transfer
on the Series 2025A Bond and recorded the transfer on the Registrar's registration books. The City shall
be entitled to deem and treat the person in whose name the Series 2025A Bond is registered as absolute
owner thereof for all purposes, notwithstanding any notice to the contrary. Payments on account of the
Series 2025A Bond shall be made only to the order of the registered holder thereof, and all such payments
shall be valid and effectual to satisfy and discharge the City's liability upon the Bond to the extent of the
sum or sums so paid.
REGISTER
The ownership of the outstanding principal balance of the Series 2025A Bond and the interest
accruing thereon is registered on the books of City of Kalispell, Montana in the name of the registered
holder appearing on the first page hereof or as last noted below:
Date of Name and Address Signature of
of Registered
Registration g Finance Director
August _, 2025
Holder
Department of Natural
Resources and Conservation
1625 Eleventh Avenue
Helena, MT 59620
THE FOLLOWING ENTRIES ARE TO BE MADE ONLY BY THE BOND
REGISTRAR UPON REGISTRATION OF EACH TRANSFER
The Finance Director of the City of Kalispell, Montana, acting as Bond Registrar, has transferred,
on the books of the City, on the date last noted below, ownership of the principal amount of and the accrued
interest on the Series 2025A Bond to the new registered holder noted next to such date, except for amounts
of principal and interest theretofore paid.
Name of New Signature of
Date of Transfer Registered Holder Bond Registrar
A-1-4
FORM OF ASSIGNMENT
For value received, the Series 2025A Bond is hereby transferred and assigned by the undersigned
holder, without recourse,
to
of
on this day
By:
(Authorized Signature)
For:
(Holder)
A-1-5
SCHEDULE A
SCHEDULE OF AMOUNTS ADVANCED
Date Advances
Total Amount
Advanced
Notation Made By
A-1-6
SCHEDULE B
Date
Principal
Interest
Administrative
Expense
Surcharge
Loan Loss
Reserve
Surcharge
Total Loan
Pa went
A-1-7
EXHIBIT A-2
i' • 1 i i• �
UNITED STATES OF AMERICA
STATE OF MONTANA
COUNTY OF FLATHEAD
CITY OF KALISPELL, MONTANA
SPECIAL IMPROVEMENT DISTRICT BOND
(SPECIAL IMPROVEMENT DISTRICT NO.348
(GREEN ACRES COMMUNITY IMPROVEMENT))
TAX-EXEMPT SERIES 2025B
No. R-
Rate Maturity Date of Original Issue
% 1,20 , 2025
REGISTERED OWNER: Cede & Co.
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
FOR VALUE RECEIVED, the City of Kalispell, Montana (the "City"), will pay to the registered
owner identified above or registered assigns, on the maturity date specified above, the principal amount
specified above, solely from the revenues hereinafter specified, as authorized by Resolution No. ,
adopted on August 4, 2025 (the "Resolution"), all subject to the provisions hereinafter described relating
to the redemption of this Series 2025B Bond before maturity. Capitalized terms used in this Series 2025B
Bond and not defined herein shall have the meanings given them in the Resolution. This Series 2025B Bond
bears interest at the rate per annum specified above from the date of registration of this Series 2025B Bond,
as expressed herein, or from such later date to which interest hereon has been paid or duly provided for,
until the Maturity date specified above or an earlier date on which this Series 2025B Bond shall have been
duly called for redemption by the Finance Director. Interest on this Series 2025B Bond is payable
semiannually, on the first day of January and the first day of July in each year, commencing January 1,
2026, to the owner of record of this Series 2025B Bond appearing as such in the bond register as of the
close of business on the 15th day (whether or not such is a business day) of the immediately preceding
month. Interest on and, upon presentation and surrender hereof to U.S. Bank Trust Company, National
Association, Seattle, Washington, as bond registrar and paying agent (the "Registrar"), the principal of this
Series 2025B Bond are payable by check or draft of the Registrar or its successor. The principal of and
interest on this Series 2025B Bond are payable in lawful money of the United States of America.
Notwithstanding any other provisions of this Series 2025B Bond, so long as this Series 2025B Bond
is registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), or in the
name of any other nominee of DTC or other securities depository, the Registrar shall pay all principal of
and interest on this Series 2025B Bond, and shall give all notices with respect to this Bond, only to Cede &
Co. or another nominee in accordance with the operational arrangements of DTC or other securities
depository as agreed to by the City.
EVA
This Series 2025B Bond is one of an issue of Special Improvement District Bond (Special
Improvement District No. 348 (Green Acres Community Improvement)), Series 2025 of the City authorized
to be issued in one or more series from time to time, and constitutes a series in the maximum authorized
principal amount of $175,000 (the "Series 2025B Bond"). The Series 2025B Bond is issued to finance a
portion of costs of local sewer improvements (the "Improvements") to benefit the property located at 1721
South Woodland Drive in the City ("Green Acres Community") and to pay costs of issuance of the Series
2025 Bonds (as defined herein). The Series 2025B Bond is issued pursuant to and in full conformity with
the Constitution and laws of the State of Montana thereunto enabling, including Montana Code Annotated,
Title 7, Chapter 7, Part 44 and 45, as amended, and the Resolution. Terms used with initial capital letters
but not defined herein have the meanings given to them in the Resolution. This Series 2025B Bond is
issuable only as a single, fully registered bond. Simultaneously herewith, the City is issuing its $168,386
Special Improvement District Bond (Special Improvement District No. 348 (Green Acres Community
Improvement)), Subordinate Lien Taxable Series 2025A (the "Series 2025A Bond," and together with the
Series 2025B Bond, the "Series 2025 Bonds"), which is a subordinate obligation payable out of District
Fund. Following the 2025B First Advance, the total amount of each advance will be split equally between
the Series 2025A Bond and the Series 2025B Bond, until the entire amount of the Series 2025A Bond is
advanced.
The Series 2025 Bonds are issuable only as fully registered bonds of single maturities in
denominations of $1 or any integral multiple thereof.
This Series 2025B Bond is payable from the collection of an assessment levied upon all assessable
real property within the boundaries of the ,District, in an aggregate principal amount of not less than
$175,000, except as such amount may be reduced or increased in accordance with provisions of Montana
law. Such special assessments constitute a lien against the assessable real estate within the District and are
to be deposited into the Special Improvement District No. 348 Fund of the City (the "Debt Service Fund")
and the Principal Subaccount and Interest Subaccount of the District Account established therein. This
Series 2025B Bond is a special, limited obligation of the City and is not a general obligation of the City.
The City has also validly established a Special Improvement District No. 348 Reserve Subaccount
(the "Reserve Subaccount") to secure the payment of this Series 2025B Bond. The City has agreed, to the
extent permitted by the Act, to issue orders authorizing loans or advances from the Reserve Subaccount to
Debt Service Fund in amounts sufficient to make good any deficiency in the Debt Service Fund to pay
principal of or interest on the Series 2025B Bond to the extent that funds are available in the Reserve
Subaccount, and to provide funds for the Reserve Subaccount by an initial deposit of proceeds of the Series
2025B Bond in the Reserve Subaccount. While any property tax levy to be made by the City to provide
funds for the Reserve Subaccount. In addition, the City has covenanted to comply with the requirements
of the Code and the Regulations in order that the Reserve Subaccount comply and continue to qualify as
"reasonably required" debt service Reserve Subaccount for the Series 2025B Bond.
This Series 2025B Bond is subject to mandatory redemption (as set forth in the Resolution) in $1
principal amounts selected by lot or other manner deemed fair by the Registrar on any Payment Date if,
after paying all principal and interest then due on the Series 2025B Bond, there are funds to the credit of
the Debt Service Fund, from the prepayment of special assessments levied in the District or from the transfer
of surplus proceeds from the Project Subaccount to the District Account and, subsequently, to the Debt
Service Fund. The Term Bonds are also subject to mandatory sinking fund redemption as set forth in the
Resolution. The Series 2025B Bond is subject to redemption in whole or in part, at the option of the City,
from other sources of finds available therefor on , 20 or any date thereafter. The redemption
price is equal to the principal amount of the Series 2025B Bonds or portions thereof to be redeemed plus
interest accrued thereon to the date of redemption. If less than all of the Series 2025B Bonds are to be
redeemed, the Series 2025B Bonds to be redeemed shall be from such stated maturities and in such principal
IaVAN
amounts as the City may designate in writing to the Registrar (or, if no designation is made, in inverse order
of maturities and within a maturity in $1 principal amounts selected by the Registrar by lot or other manner
it deems fair). The date of redemption of the Series 2025E Bonds and the principal amount of the Series
2025B Bonds to be redeemed shall be fixed by the Finance Director, who shall give notice thereof to the
Registrar forty-five (45) days in advance in order for the Registrar to give notice, by first class mail, postage
prepaid, or by other means required by DTC, to the owner or owners of such Series 2025E Bonds at their
addresses shown on the Bond register, of the Series 2025B Bonds or portions thereof to be redeemed and
the date on which payment will be made, which date shall not be less than thirty (30) days after the date of
mailing of notice, on which date so fixed interest shall cease. On the date so fixed, interest on the Series
2025B Bonds or portions thereof so redeemed shall cease to accrue. Upon partial redemption of any Series
2025B Bond, a new Series 2025B Bond or Series 2025B Bonds will be delivered to the registered owner
without charge, representing the remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth therein, this Series 2025B
Bond is transferable upon the books of the City at the operations center of the Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or
the owner's attorney, and may also be surrendered in exchange for Series 2025B Bonds of other authorized
denominations. Upon such transfer or exchange, the City will cause a new Series 2025B Bond or Series
2025E Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal
amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any
tax, fee or governmental charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Series 2025E Bond
is registered as the absolute owner hereof, whether this Series 2025B Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Registrar shall be affected by
any notice to the contrary.
The City has not designated this Series 2025B Bond as a "qualified tax-exempt obligation" for
purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
IT IS CERTIFIED, RECITED, COVENANTED AND AGREED that all things required to be done
precedent to the issuance of this Series 2025B Bond have been properly done, happened and been performed
in the manner prescribed by the laws of the State of Montana and the resolutions and ordinances of the City
of Kalispell, Montana, relating to the issuance thereof; and that the opinion attached hereto is a true copy
of the legal opinion given by Bond Counsel with reference to the Series 2025B Bonds, dated the date of
original issuance and delivery of the Series 2025B Bonds.
This Series 2025B Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the Certificate of Authentication and Registration herein
shall have been executed by the Registrar by the manual signature of one of its authorized representatives.
(The remainder of this page is intentionally left blank.)
A-2-3
IN WITNESS WHEREOF, the City of Kalispell, Flathead County, Montana, by its City Council,
has caused this Series 2025B Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor, City Manager and Finance Director and has caused this Series 2025B Bond to be dated as of the
date first written above.
City Clerk
CITY OF KALISPELL, MONTANA
Mayor
City Manager
Finance Director
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2025B Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Bond Registrar, Transfer Agent, and Paying Agent
C�
Bv:
Its Authorized Signatory
A-2-4
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM-M as tenants UTMA ................ Custodian...................
in common (Cost) (Minor)
TEN ENT - as tenants
by the entireties
JT TEN - as joint tenants under Uniform Transfers
with right of to Minors Act ........................................
survivorship and (State)
not as tenants in
common
Additional abbreviations may also be used.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
and title thereunder, and hereby irrevocably constitutes and appoints
as attorney to transfer the within bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE:
SIGNATURE GUARANTEED
NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular,
without alteration, enlargement or any change
whatsoever.
Signature(s) must be guaranteed by an "eligible
guarantor institution" meeting the requirements of
the Registrar, which requirements include
membership or participation in STAMP or such
other "signature guaranty program" as may be
determined by the Registrar in addition to or in
substitution for STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
Emm
EXHIBIT B
City of Kalispell, Montana
Special Improvement District Bonds
(Special Improvement District No. 348 (Green Acres Community Improvement)),
$168,386 Subordinate Lien Taxable Series 2025A
$175,000 Series 2025B
COMPLIANCE CERTIFICATE AND REQUEST
We, Mayor, City Manager and Finance Director, hereby certify that we are on the date hereof the
duly qualified and acting Mayor, City Manager and Finance Director, respectively, of the City of Kalispell,
Montana (the "City"), and that:
1. Pursuant to a Resolution adopted on August 4, 2025 (the "Resolution"), the City issued its
(i) Special Improvement District Bond (Special Improvement District No. 348 (Green Acres Community
Improvement)), Subordinate Lien Taxable Series 2025A, dated, as originally issued, as of , 2025,
in the maximum aggregate principal amount of $168,386 (the "Series 2025A Bond"), and (ii) Special
Improvement District Bond (Special Improvement District No. 348 (Green Acres Community
Improvement)), Tax -Exempt Series 2025B, dated, as originally issued, as of , 2025, in the
maximum aggregate principal amount of $175,000 (the "Series 2025B Bond," and together with the Series
2025A Bond, the "Series 2025 Bonds"). The City has reviewed the Resolution, including, without
limitation, Section 3 thereof. The City acknowledges and agrees that the Series 2025A Bond evidences a
loan made to the City from the DNRC from funds made available to the .DNRC, and that this Certificate is
being relied upon by the DNRC for ensuring compliance with requirements applicable to the City, the
DNRC, and the Improvements (as hereinafter defined). Capitalized terms used herein without definition
shall have the meanings given them in the Resolution.
2. The Series 2025A Bond is issued to finance costs of local sewer improvements (the
"Improvements") to benefit the property located at 1721 South Woodland Drive in the City, generally
described in the Resolution and to pay costs of issuing the Series 2025 Bonds. Construction of the
Improvements have complied with all federal and state standards, including, without limitation, EPA
regulations and standards. The Improvements have been completed.
3. Costs of the Improvements in the amount of $ have been paid as of the date of
delivery of this Certificate. The City hereby waives its right to any remaining 2025B Committed Amount
not advanced or to be advanced upon delivery hereof. The City specifically confirms and agrees that any
remaining amounts of the 2025 Loans to be lent to the City, if any, shall be evidenced by the Series 2025B
Bond.
4. As of the date hereof, the City has spent the following amounts in connection with the
Improvements and costs related thereto
Professional Services
Debt Service Reserve
Bond Counsel & Related costs
Construction Engr. Services
Construction
TOTAL PROJECT COSTS $
Of such amounts, $ were paid from advances of proceeds of the Series 2025A Bond.
5. The Trustee has delivered to the City a copy of Schedule B to be attached to the Series
2025A Bond, which reflects the amortization of all advances made or to be made on the date hereof of
proceeds of the Series 2025A Bond (i.e., $ ). The City hereby acknowledges and agrees that
Schedule B has been calculated in accordance with the provisions of the Resolution, and that the Series
2025A Bond, with said Schedule B attached to each thereto, have been duly issued pursuant to the
Resolution and are a valid and binding obligation of the City in accordance with its terms and the terms of
the Resolution; provided, however, if the DNRC delivers a Forgiveness Statement; the City's obligation to
repay the principal of the Series 2025A Bond and interest and surcharges thereon is thereupon forgiven,
and if the DNRC delivers a Noncompliance Certificate, amounts advanced under the Series 2025A Loan
evidenced by the Series 2025A Bond at the rate of two percent (2.00%) per annum and the City shall pay
currently with interest and the Administrative Expense Surcharge and the Loan Loss Reserve Surcharge,
all as described in the Resolution authorizing the Series 2025A Bond.
6. The representations of the City contained in Sections 2 and 3 of the Resolution are true and
complete as of the date hereof as if made on this date, except to the extent that the City has specifically
advised the DEQ and the DNRC otherwise in writing.
7. No default in any covenant or agreement on the part of the City contained in the Resolution
has occurred and is continuing.
8. The City is delivering this Certificate to the DNRC, in part, to ensure compliance with EPA
regulations and standards. The City certifies that all laborers and mechanics employed by contractors and
subcontractors on the Improvements have been and will be paid wages at rates not less than those prevailing
on projects of a character similar in the locality as determined by the United States Secretary of Labor in
accordance with Subchapter IV of Chapter 31 of Title 40, United States Code, and that the iron and steel
products used in the Improvements comply with the "American Iron and Steel" requirements of Section
436 of the Consolidated Appropriations Act of 2016 (P.L. 113-76), as those requirements are further
interpreted by applicable EPA guidance.
9. The City acknowledges and agrees that this Certificate completed by the City in form
satisfactory to the DNRC must be executed and delivered to the DNRC by the date that is 30 days after
receipt of the farm of this Certificate from the DNRC. By submitting this Certificate, the City requests that
the DNRC forgive the obligation of the City to repay the principal of the Series 2025A Bond, together with
interest and surcharges thereon. The City acknowledges and agrees that (i) the forgiveness of principal of
and interest and surcharges on the Series 2025A Bond by the DNRC is contingent on the timely delivery
of this Certificate by the City in satisfactory form as determined in the DNRC's sole and complete
discretion, (ii) the DNRC has no obligation to grant such forgiveness, and (iii) if the DNRC delivers to the
City a Noncompliance Certification, the obligation of the City to repay the principal of the Series 2025A
Bond plus interest and Administrative Expense Surcharge and Loan Loss Reserve Surcharge thereon shall
continue in full force and effect until the principal of the Series 2025A Bond advanced and interest,
Administrative Expense Surcharge and Loan Loss Reserve Surcharge thereon are paid in full, as set forth
in Schedule B delivered pursuant to paragraph 5 above, and as provided in the Series 2025A Bond and the
Resolution.
am
WITNESS our hands on behalf of the City as of this day of , 20
CITY OF KALISPELL, MONTANA
Mayor
City Manager
Finance Director