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I4. Reso 6297 - BOI Loan for TruckKALISPELL CITY OF City of Kalispell Post Office Box 1997 - Kalispell, Montana 59903-1997 Telephone (406) 758-7701 Fax - (406) 758-7758 REPORT TO: Jarod Nygren, Interim City Manager FROM: Aimee Cooke, Finance Director SUBJECT: Resolution No. 6297 — Authorizing Loan with the Montana Board of Investments for Annual Purchase of Budgeted Equipment MEETING DATE: October 20, 2025 — Regular Council Meeting BACKGROUND: The City utilizes the Montana Board of Investments (BOI) Intercap Loan Program to assist in financing the purchase of essential equipment. Participation in this program allows the City to better manage the consistency of its cash flows. The use of this program was anticipated and incorporated into the Fiscal Year 2025 budget that was presented and approved by the City Council. The maximum amount of the loan is $450,000 and is for a term of up to five years. The initial rate is 5.00%, subject to annual adjustment by the BOI based on market conditions. The City may elect to prepay the loan at any time with 30 days' notice. Interest accrues only on drawn amounts beginning at the time of the draw. As of this date the Solid Waste Department has completed the purchase of a garbage truck for $416,900. 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 6297, 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 will be based on the current 5.00% interest rate, which may be adjusted annually. The City retains the option to prepay the loan at any time if it is determined that the benefits of maintaining the loan are outweighed by its cost. The initial annual debt service payment is estimated at approximately $110,250. ATTACHMENTS: Resolution 6297 Loan Agreement Supporting Documents www.kalispell.com (GENERAL FUND LOAN) RESOLUTION AUTHORIZING PARTICIPATION IN THE INTERCAP PROGRAM CERTIFICATE OF MINUTES RELATING TO RESOLUTION NO. 6297 Issuer: City of Kalispell Kind, date, time and place of meeting: A regular meeting held on October 20, 2025 at 7 o'clock p.m. in Kalispell, Montana. Members present: Members absent: RESOLUTION NO. 6297 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 20th day of October, 2025. By Its City Clerk RESOLUTION NO. 6297 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 5.00% per annum through February 15, 2026 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 $416,900.00 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 $416,900.00 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 5.00% per annum through February 15, 2026, 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 20TH DAY OF OCTOBER, 2025. Mark Johnson M ayor ATTEST: Aimee Bruckhorst, CMC City Clerk ❑ocusign Envelope ID: B2CB1E57•Ei-aai- CS 4$f A4 6�C]8P5 Loan 43081 LOAN AGREEMENT between BOARI) OF INVE5TMENTS OF THE STATE OF MONTANA as Lender and CITY OF KALISPE<LL as Borrower LATE OF AGREEMENT: November 7, 2023 LOAN AMOUNT: FOUR HUNDF�ED iX"LLN I I--C jSr`%NU NINE HLiNDRL7[:, .AND NO11,00 DOLLARS (5416.900 -,Q; ADDRESS OF BORROWER. City of Kalispell PO Box 1997 Kalispell, MT 59903 CONTACT PERSON OF BORROWER: NAME Julie Hawes TITLE Assistant Finance Director TELEPHONE (406) 758-7750 E-MAIL ahawasCkaiispeli.com ALTERNATE CONTACT PERSON NAME Aimee Cooke TITLE Finance Director TELEPHONE (406) 758-7738 E-MAIL STATUTORY AUTHORITY FOR BORROWING§§7-7-4101, 7-7-4201, and 7-5-4306, MCA ovcusNnsnmgoumID, exCo*Es7-Bm314419�BEoS-c8sA410000Dm TABLE OF CONTENTS ARTICLE A. DEF|NKyION$ AND RULES OPINTERPRETATION ................................................................... 2 SFr`mw1.Q1 0ePmmnms-... ... ... .... --................ .......... ____... .......... 2 SrC-mw'02 Ru/rxor|mrspzRpTx-/om.......................................................................... ....... .................. ...... 5 SLc/um'.03. --------------.-------_-_--_--------_---_--.5 ANT|CLE]A, REPRESENTATIONS, COVENANTS AND WARRANTIES Of BORROWER ........,...~.~....^....5 SFcTxzm20 RFPRFmFmTA710wnAmnVVAReAwns«__------- ---- ----- ----- ---------- --- -- -------- --- --'9 ARTICLE Ill. LOAN TOBORROWER L..... .......................... .............................. _-.................................. 7 ARTICLE IV. LOAN PROVISIONS i......................................................................................................... 7 SpCTmw4.01C0mmpmCFmFnToFLOAN AGREEMENT .................................. ........................ ............................ _.7 Si c/oa4.Q2.Tuuw/mA//VmpFAGwLLwLnT........................................................... ......... .............................. --7 Scc-mw4.D3.TcRpo;7LOAN AGREEMENT. -.... ........................................................ ..................................... ___ 7 Srn-ION404 LnAmC�nmmG SUB5A|mS|Ow3.......................................................................................................... 8 8ecnuN 4.05. INITIAL ANC SUBSEQUENT DRAWS opLOAN ....................................................................................... 8 ARTICLE V. LOAN REPAYMENTS AND NOTE ..~,......~.~.,....~..~.......,,........,~.......-~....-..a SF-rnOm5N PAYMENT 0PL0AN REPAYMENTS ..... --------......... ............. -.......... .......... ..... .............. 8 SEC -ION 5.02.DELINQUENT LOAN PAYMENTS ........ ....... ------................... ............ .......... ... ............... -.-9 Sscrvow5.03.THE NOTE ....... ___ ...... --...... ___ ....... ------........ ---_-...... ----_---........... 9 ARTICLE VI' TERM ............................................ ,,_,.,,',,~,,,,',,._,_,_,,,,,,,.,,,,,,.,,.,~,,_.,',,_,,,,,,,9 ANT|CKEVN. OBLIGATIONS OPBORROWER UNCONDm|ONAK.......................................................... 9 SECTxJm7.01 OBLIGATIONS OrBORROWER ........................... ................................................ ........................... .9 ARTICLE VNl' FINANCIAL COVENANTS (GENERAL FUND) ......... ........................................... ........ l0 ScC7:Iom0.01REPRESENTATION REGARDING PROPERTY T»mbm[AnnCmS............................. ....................... .... 1U SECTION 8.02. LEVY AND APPROPRIATE FUNDS TORIEp*YLOAN ............................. ................................... ..,....... 1O SECTION 8.03. REPORTS AND Qpw^On:|NSpeCr|owa................................................ ........................................ �1U ARTICLE IX. DISCLAIMER Of WARRANTIES ........... ........ __............ ..................... ......................... 10 ARTICLE X. OPTION TO PREPAY LOAN L............................................................................................. 10 ARTICLE Xi ASS|GNMENY^^......... ............... ............................. ^................................... ................ ... ^. Yl ART|CLEXU. EVENTS OF DGfAULTAND REMEDIES ............................ ................... ----... ............. ll SEC -ION 12.01. EvemrSoi Din I-^uu DEF|NED...................................................................................................... 11 Scc-/om `2.02. Nnr/CcmrDEFAULT -------_------------'—'--------------_-11 S/,'-/0w '2.0 3 Rrmrn/ruowUprAo/r. ............... ........ ..................................................... ................... ........... 11 SEolow 2.04. A//m�msva'F��sAND OTHER ExpENSES........ --................................... ................................. 12 Ssc-|om `2.05, /\�puC*-/owopMCNEY................................................................. ............................................. 12 "205 Nn Ex(�./o,,,.,i 7 Rcusc* VV,4:,Iu7n. Am�NoTICe ........... 12 ANT|CLEXUi MISCELLANEOUS . ............................................... ............. ..................... ......................... 12 SLcION 13.01 NoncLS .......... -... ---.............................................................................................................. 1% SrC-mmI �W U/wn/msEFFECT ................ ...... ............ ---............... ......................................................... 13 31:o-mw13.U3. SE-v.-_�*eLmr................................. ....................................................................... .................... 13 SEC -ION 13.W4.AMENDMENTS. CHANGES. AND MODIFICATIONS. ......................................................... ....13 SECTION 130iExLci_rrw/mC(um/`ar*erS_ ------- ---- --------- -....... 13 ,;rCTION13.06. Az)n,r/wcr--- ... -.................. ......................................................................... .......... 13 3rc-|0w13.07Como/% I s AuQAPPRQvALS ............ --_-----...... ---------------.......... .. 13 SEC -ION 18.08. ....................... -----------............. ...................... ---........ ................. 13 6uc-x/w18.U9. Vvwv*norPrRSONALLiAsiUT/.......................................................................................... ...... 14 SsC-|ow13.1O. CaPT0:'�, 3 .---------------_----_----------------------' 14 / Docusign Envelope ID: B2CB9E5?-823I-4419-SEC5-C8l=A416tauao5 This Loan Agreement (the "Agreement'") dated as of November 7, 2025, 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; W ITN ESSETH° %AjHFRF. ,B. pursuant to § 2-15-1808. Montana Code An.n;;tated (MCA.) and Title 17, Chapter 5 Part 16. MCA, (the "Act"), the Board nas establrsned its INTERC /r,F- Lraan ;Irccram pursuant to which the Board v,rill issue, from time to tirne, its Annual Adjustable Rate r,ance Consolidation Act Extendabl Bcr-d (INTERCAP Loan Program) (the "INTERCAP i✓oind' ) tar ;he purpose of making loans to Eligible Cc vernment Units to finance or refinance the accuisition and instrwllation of equipment, personal nrd reel property improvements, and to provide temporary financing of projects, or for other authoriz:,� torpor= to purposes of an Eligible GOVernrrment Unit (the "Projects''), and V"1FiE1"1-.EAS, the Eoard has agreed to !oan part of the proceeds of an issue of such Bonds t � the Borro':^nor in tnc amount of $416,900.00, and the Borrower has agreed to borrow such amount from We Board. s-ibjec.l to the terms and condit ons of ant for the purposes set forth in th s Aq-c' n rent: and ''%IHE �E,Y..S, the Borrower is authorized under the laws of the S-ate o- Pk:1nn--ra, and has taken all necessary s3: ti gin, to enter into; :his Agreement fur the Project as ident find in .1-e Descript cry of the Project'Suninnaw of Disbursements attached hereto. NOW THERE ORE, 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. "AdjustedIrteresf Rate" means the interest rate on the Loan determined and established pursuant to the Promissory Note and. the Lcan ,Agreement or Borrower Resolution. "Adjustment Date" means the T tial Adjustment Date or a Subsequent Adjustment Date. "Adjustment Period" means the pe -1,d beginning on an Adjustment Date and ending on the day beFore the rext succeeding Adjustment Date. "'amortization Schedule" means the suhedulee p-e-pFred for a loan advance tD t i sl•c% ing the rcipal amount advanced, the, ani.):-kiz; nr :r •^f the principal, and the Interest and trinCi��al payrnen s d Ae to the Subsequent Interest Adjustii�e-1t --sits:. "Au horized Representative" shal n-eari [he officers of the Borrower designated E�y the Governing Body and set forth in the Application .and signed on uehalf of the Borrower by a duly authnr 7cd official_ Docusign Envelope ID: B2CBlE57-B231-4419-BEC5-C8F-A416DD8D5 "Board" means the Board of Investments of the State of Montana, a public body corporate organized and existing under the laws ofthe State and its successors and assigns. "Board means Board Resolution No. 249. adopted November 30. 2021` authorizing the iaouonmy and oo|a of the |NTERCAP Bond for the purpose of making loans to Eligible Government Units. "Borrower" means the City of Ka|iopa||. the Eligible Government Unit, vvh|oh 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 ' noeane8§7-7-41O1. 7-7-4201. and 7-5-4308. MCA authorizing an Eligible Government Unit t0borrow money 0Dterms consistent with the Program. "BorrowerResolution" means a reao|ution, duly and validly adopted by o 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 opprove, and all onlondnnonte and supplements thereto. "CommencementDate" means November 7. 2025. 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 urfirm ofattorneys duly admitted tupractice law before the highest court of any state. "Default" means an event or condition the occurrence of which would, with the lapse of time orthe giving ofnotice orboth, become unEvent ofDefault. "Electronic shall mean the authorization given bythe 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 duo. The Board may also initiate the electronic debit for periodic principal paydown or payoff prior to loan maturity upon the Borrower's request. "EligibleUnit" shall mean any municipal corporation orpolitical subdivision of the etata, including without limitation any city, town, oountv. GchV0| district, Vrother special taxing district orassessment orservice district authorized bvlaw toborrow money; any board, agency, ordepartment of the state; or the board of regents of the Montana university system when authorized by |oxv to borrow money. "EventDefault" means any occurrence orevent described inArticle }{hereof. "FiscalYear" means the fiscal year ofthe Borrower beginning July 1and ending June 30. "Governing means (i) with respect toacounty, the Board ofCounty Commissioners; (ii) with respect to a city, the Qb/ Council or Commission; and (iii) with respect to m school diatrict, county water or sewer district, hospital distriot, rural fine diatrict, or any other special purpose district, the Board of Trustees. "InitialDate" means the first February 1Ofollowing the date ofthe Agreement. "InitialRate" nnamna the Loan Rate from the date of the Agreement to the Initial Adjustment Date. "INTERCAP nnemne the Board of |nxwatnn*nto of the State of Montana's Annual Adjustable Rota Municipal Finance Consolidation Act Extendable Bond (|NTERCAP Loon Program), Taxable Series 2O22.authorized tobaissued for the Program. Docusign Envelope ID: B2CBlE57-B231-4419-BEC5-C8EA416DD8D5 "Loan" means the loan of money by the Board to the Borrower under the terms of this Agreement pursuant tothe Act and the Borrower Act, evidenced bxthe Note. "Loan or ' rnmano this Agreement, |nc|uding, 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 means the date ofclosing gLoan. "Loan "Note"means the promissory note executed and delivered bvthe Borrower attached hereto and made opart hereof. "Program" means the Board's |NTERCAP Loan Program established under the Act and pursuant towhich the Board finances Projects fUrEUgib|8GOv8[DmnentUnite. "ProgramExpenses" means the expenses of the PpoQrann, including (without limitation) other fees and expenses of the Program or of the Board relating thereto as shall be approved by the Board. "Pro ' means those items of equipment, personal or real property improvements to be aoquired, ineto||ed, finonmad, or refinanced under the Program and set forth in the Description of the Project/Summary of Disbursements attached hereto. "Proiect 'shaUmean the portion ofthe costs ufthe Total Project 1obefinannedbythm |NTERCAPLoon. The Project DootmnnaynutexmeedtheLoanAnnountasoetforthonthecoverhenaof. "State'means the state ofMontana. "SubsequentDate" means February 16 in the years the Loan remains outstanding. "Term 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. "TermDate" means the date the Board executes its Term Sheet under the Board's Program. "TotalProject" 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. ❑ocusign Envelope I❑: B2CB1E57-B231-4419-BEC5-CBE.",416C❑8❑5 "Total Project Costs" means the entire cost of acquiring, completing or constructing the pr ;: as further described in Section 14 of the Terms & Conditions Sheet andfor Section 2 of the applicatio'l Section 1.02. Rules of lnterpretsatiors. For purposes of this Agreement, except as other,Jvise expressly provided or unless the context DJ-eiwise -equlres: (a) "This ;fire r ie it" n-reans t�iis instru-lent as orig na'ly executed and as it may from time 'o Jirl, be modified "r a—e!rded. (b) All references in th s in5.ruircat tr, d sigr~.attd ''articles' "Secticrs" en=, atl r subdivisions are to t-ie desig is-ed Articles, ec.tious erd n.he, sr, 1 iidisi.:rs of ..I -Is ins;rrjr-crt as originally executed. TI•e words ",ioreir' "-�crccf" "hc rounder ar : "herewit i and otner war'--s of similar innport refer t,: this A,green'ient as a •vv-io e an€t not t- any De37tICLII ;r A -tide Se-ction or other subdivision. (c) The terms defined in this r^,r{;c le have the me firings assigred to ;hcni i-7 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. (I Wards of the masculine gender shall be deemed and construed to include correlative words of the feminine and neLiter gerid-i. (g) The headings OF Cr:pt nns Llse-' 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. Attachnnents The following are attachrrents and a part of this Agreement: Description of tre Project+°Surnwary of disbursements_ lac rr�lJer's L-av4, Gertificat�. Pr:si : ssory Note. Op r•�ion cf Borrower's Counsel. Flectronic Funds Transfer (EFT) Authorization Certificate of Appropriation (if applicable). 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: Docusign Envelope ID: B2CB1E57-B231-4419-BEC5-C8EA416DD8D5 (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. (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). 6 Docusign Envelope la: 82CB1E57-B231-4419-BEC5.-C8EA416Qd8D5 (g) Completion of the Total Project: Payment of Total Project Gets, The Borrower shall proceed diligently to complete the Total Project and to obtain the necessary funds to pay the Total Project Casts 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 Covenmits of Borrower. (a) Con,p!iartce v.; th Statutory Rt?q_,irements. cmpe!Wve Bidding. Montana Labor Laws, Environmental Rey, ew. and Other _eca; R.equiren-e,its. I t,e borrower has complied with all statutory rectui`enlelts i77;i r,c rca c•;rllpetit ve :,idcirg and inhc,, requirements and environmental review, nppll,'able to tt'e Roctr,isit!on tend c r}str€_ictiori of the �I-n ect (b) Maintenance :3r-d Ls e of Pro ewt. I he Borrower shall maintain the Project in good condition, make all necessary renewals, replacemonts. additions. betterments and improvements thereto, is not for private use, and maintain Fiswaiice with respect to the Project. its other properties and its operations in such arnc� rvs and aga nst such risks as are customary for governmental entities such as the Borrower. (c) Financial Reports and Audits. The borrower shall comp y with the provisions of Title 2, Chapter 7 Fart 5 Montana Code Annotated hc 8QrrQ%,JQr shall nut create, incur yr suffer 14 exist any lien, charge Qr encL,[ vrar)rre on the v-clect vehicle andfor equipment. (e) Lxraenses. I I•e Dori -ewer will. at the request of the Board. pay all expenses elating to t;.e _oan and the Note a,7c this Agreement. A04494111f1ll11115*7311[ ►73+71TOET": Subject to the terms and conditions of this Agi-E,arrient thr' ward hereby agrees to loan and advance to the Borrower, and the Borrower agrees to borrow a.ic: acCc^r from thin Board, the Loan in the principal amount not to exceed $416,900.00. ARTICLE IV. LOAN PROVISIONS. Section 4.Q1. Commencement of Loan Agreement This Agreement Shall commence can the date hereof unless othepjvise provided n this Agreement. Section 4.D2. 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. Section 4.03. Term of Loan ,agreement. This Agreement shall be valid for the entire loan ani3unt approved for one year from the Term Sheet. Issuance fate. Beginning one year after *he Term SlIeet Issuance Date, the Board may refuse to make a loan advance if the 3oard determines that thc�•e has been a material adverse change: in the circurnstances of the Borrower Docusign Envelope Id: B2CBI�57-B231-4419-BEC5-C8EA416DD8D5 Section 4.44. Loon Closing Submissions - Concurrently with the exenution ar-d delive-i of this agreement, the Borrower is providing to the Board, the following documents (except that the Board may waive, any of such document5)7. (a) A certified resolution c.f the-rrower i-r form and substance substantially .dortical to that provided hereto: provided, however, chat the Board may permit variances in such certified resolution from the `arm or substance o such resolut on if. it the good faith judgment of the Board, such variance is not to the material cet'-w-ent of the ilreres:s of the Program and the 3ondholder; (b) An opinio,7 of the Borrower's counsel ir- firm and sIabsta ice substantially ident!cal to the Atturne/5 Opinion hereto,•, providea, however. Lha: tile- 3caid may permit variances in such opinion from the form or substance of such At:orneu s Opin on if, in the good faith judgment of the Board, such variance is not to the material detriment of tl�e interests of the Program and the Bondholder; (c) The complete and executed EFT Authorizat.on, attached hereto, required by the Board; (d) P, b-ll• or bills of sale construction contract or contracts. invoice or invoices, purchase order or purrhrase orders or ort°er ev Le -ice satisfactory to the Board that the Project has been purchas d. ordered, cof�st%i--tc c c,. nstallea by the Borrower or that any construction has been substantially cciinpleted end that payrnent therefpr i5 due and awing or, if the Borrower is to be reimbursed that payment has been made; and for any debt being ref nanced. 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 Bayard may reason ably •egr est. Section 4.05- Initial and Subseauenf Craws of Loran. For the initial draw of the Loan, the Borrower shall deliver -o the Doarci ar exe;;-a:ed cDcy )- the Agreement, complete with all attachments as listed in Section 4.04 .nck.,i rg Note and the Agrtp4 rre-it Resolution and other documents the Board requires. For subsequent draws. if applicable, the Borrower shall delivo t:-� tic Foam-, an �,x •c..itcd copy ,vf a 1jisht.rsc.mont 7R2quest items list-mc in 4.04(d) that are equa Lo car nacre hen rerliested dfa L�•YI Urlt. ar•d any otl•e- docurr.e:its the 3oard regu res. 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 RepayrnE�.-A 1ate determined as follows-. Cate o` D! atw Fe'r.;ary t-7ro.igh P;pri+ .I7 A D r i 1 ' a t erc�.rc.h Jui7c 16 —ne "? :l-'rough "'.uc ust 14 , 'Jos: 15 Viir :ugh Octobei '3 First Loan Payment h�e.aaynlert Cate Consisting of: August 15 Principal and Interest August 15 1nteresi only February 15 Principal and interest from date of draw February 15 Principal ano interest LAcusign Envelope Ia: B2CB1E57-8231-4419-BEC5-C$EA4160080F October 19 through December 17 December 18 through February 14 February 15 Interest only August 1b Principal and Interest from date of -raw (b`, E rorr•aww hereby agrees the Loan Repayments wil Fie n -its p.arsu:art to the att�7,c�-{.rl EFT Authori72110r) on each Loan Repayment Date to be calculate,� by the Board ai-d consisti 1v or the sure of the following items: (i) Principal in an amourt based upon the initial Amortization Schedule, the Amortization Schedule being n tially determined util z ng the Initial Interest Rate_ E_a ,h advance of the principal of : Loan as shown on the Amurtization Schedule shall be repair in semiannual instailmon,s on each Loran Repayment Date commencing on the first Lrai7 Repayment Cate fnllovnq the date thereof and ending on the final maturity date set forth on the Amortization -1 duic. Principal payments will not be adjusted but. the- nt -P,s# payment will ce adjusleu as ;provided in Section 5.01 hereof. (H) Interest for each Adjustment Period at the Loan Rate- (c) The Lean P.atc s a r-ornbination of the INTERCAP Bond rate per annum plus up to an additional one and fifty hurxtredt. per,went (1.50%) per annum as is necessary to pay the Borrower's share of Program Experscs. as determined by the Board, and shall not exceed the Maximum Rate, (d) Within the fnlnwing month of the Adjustment Date the Board shall calculate the new interest compone�A of : t Lunn Pepayments and s:hal se-rd a revised Amortization Schedule to the Borrower sic tJir -hc amount of thv Bcnrcv er's surrliari'lual Loan Repayments. Section 5.02, Delinquent Loan Payments. If the automatic EFT Authorization fails dua 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 Nate. On Vie date of this Agreement. the Borrower shall execute the attached Nape. The obligations of U,e Bonovver c.r7cer the Mate shall be teemed to be amounts payable under Section 5_01. Each payment n-acp t-) -he Foard pursuant too the Dote shall be deemed to be a credit against the curresparding obligation of the B:-)rrovrer order Section 5_01 and ary such payment made to the Board shall fulfill the Borrower's oblictativ r to pay such amount hereunder and under the Note. ARTICLE Vt. TERM. The term of the Loan will vc a r-laximurn of five E6) yea. s ::ird the specif r. to-m for each 'oar d: a-.V will be set forth in the Br-rrc)wers Drag Certificate. ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL Section 7.01. Obligations of Borrower. The ohligatio-is of the Burrower to make the payments required hereunder shall be absolute and uncandit anal without any defense or right of set off, counterclaim, or recouprnent by reason of any default 6ocusign E:hvefrape ID: B2CB1E57-B231-4419-BEC5-CSEA4160OBD5 by the Board under the Loan Agreement or under any other indebtedness or liability at any tare owing to the Borrower by the ward or for any rather reason. ARTICLE Vlll. FINANCIAL COVENANTS GENERAL FUND). Section 8.01 _ Representation Regarding Property Tax Limitation - Thy recognizes and acknowledges that the amount of taxes it ,rnnsy : +$ may be limited vy :he state p,irsuant to § 15-10-402 et seq. The Borrower is familiar wi*h t•lv ,lonLana property tax ro`!sions m-d �-j-knawledges that the Loar Repayrnents to be made under the Agruumunt and Note are iD, except,ons :o those provisions. '-he Borrcwer represents and covenants that such Loan Repayments cyan ar;u Jv 11 sv made from revenues available to the Borrower, notwithstand r;q those pmvislons. Section 8,02. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that in order to meet its obligation to make the L,)Pn Repayments and all other payments hereunder that it wil, budget for as authorized and appropriate for-) taxes or any other available, sc:LrceS in each fiscal year during the term of this Agreement an amount sut+irient to pay thc-- p,inciUal LDf and interes' hereon within property tax limitations and will reduce cther expenditures if lecessary to make the payments hereunder when due. Section Reports and ninlo_n _ l.nspectilons. O (a) The Borrower slia l del ver to the Picard by no later than Augus! 15 of each year du° rig the term of this /-�Igrc�: rncr•t a ve1if , ate in substar`ial y `he form attached hereto that the G::}verning Beady of t,ao Dorrcv..',r has :uhg4-:4ec and apprcprialect to, the then current Fiscal Year ar, amn� nt sufficient to rake Kepaymen"s dr_ie in that Fiscal Year. as required in Art;'de Vill. (b) The Borrower €"C e'.: tc pc --nit the Board to visit. examire, and inspect, at any reasonable time, tine p't7pc;,:'y, ;;nrst;luting the Project, and the Borrower's facilities and any accounts, books and ir1C uding its receipts, dishursements, contracts investments, and any other matters rely-Hig _her::to a'id to its financial standing, and to supply such reports and information as the Board or tyre Trustee may reasonably require. ARTICLE IX. DISCLAIMER OF WARRANTIES THE BOARD AND ITS AGENTS MAKE NO VNARIRANIY ()R REt'RESENTATION, EITHER EXPRESSED OR IMPLIED, AS -(-7 THE VALUE. DESIGN, CONC)iTION. MEFCH� NTABILITY, OR FITNESS FOR ANY OR A PARTICUI AR PURPOSE OR FITNESS FOR USE OF THE PROJECT CAR ANY PORTION THEREOF OR ANY OT -R V%-.',HRAINITY Vv",Tl I RESPECT THERt=-0 In no event shall the Board or its respective agents be jiahk, f,:, �:ny i 7cldvn.al net rect, special, or co~rsequential damages in connection with or arising out of this or the 1"o e:c;t o, the existence f,im shing, functioning, or Borrower's use of the Project or any hero or- pr,-AL,cts or see+rir es provided for in rl`is .Lgjreement ,ARTICLE X. OPTION TO PREPAY LOAN. The Borrower may request the Board approve p,�, payrr-ent of ;he lcar in whole or r` in part. in multiples of $100. any unpaid principal of the Note phis ir7 etest accr,jed to the date of prepayment. Upon approval, the Beard will initiate an electronic debit using tie att ,died FIFT Authmiz itmn f-r prepaymc,;rt rx,-he Loan in whale or in part upon giving 30 clays pr�c-r writer- notice - tee Board unloss # � Fcarc agrons, -o shorter notice. 0ocusign Envelope ID: B2CB1E57-B231-4419-BEC5-G8EA415DD8D5 14 tle 1-oar, is g,repai: i-i part. the Pfircipal am:%L,nt or the Loan shall oe educec by the portion ❑f tn? pfepa-vrll-�nt and the i� r-=amodhzk:tir by redunifig the principal port o" 1' ar,.h rr;n_� linin l 4,-)ri R vni ns. ARTICLE XI. ASSIGNMENT. This Agreement may not be assigned or encumbered by the Borrower for any reason without the express written consent of the Scam. ARTICLE X111, EVENTS OF DEFAULT AND REMEDIES. Section 12.01. Events of Default Defined. Is ary of the ft-Anwinq events -ic rur. it iS an of f�v`ault (gay I IL.ru cry the Bcr-ower -o pay any i_ca r- Repayment requ rev to be paid hereunder at the tinehere:n a r.. the c: n# r'_i7tion ^f such failure for o poilod of three (3) days after tele; ` Unir e� e grail notice by tie E uaid that such payrnent has rot been received; fit .; allure by the Borrowerto observe and perform any covenant, condkion, or agreement )n its v r e .o by c!: served o, per-formec render Ws ,Agreement, other than as referred to in Se. -bon 12.,-.','a) to- a uerio;; of thirty i.34) days after written notice, specifying such failure and requesting that t be rwr :died, is given to the Borrower by t ie Board, unless the Board shall agree in writing to can ext..nsicsn ;a` time p-1:ir to it$ expiration: Prriv,ded. however. J the, failure Stated in the notice carnv t :: v()'rectect ,v thin the applicable period, :hie Board will not unreasonably withhold their sen' t 2n exlension of sutitr '._ir°tie if corrective act on is instituted by the Borrower within the r-pplic��ble periDd any d ligc3ntly purs_i=d until the 117)efailt is corrected; foie Any warranty, reoresei-ation. or other statement by OF un behalf of the BcrrowEv F cortained In this Agreerl)o,it c, it a"Y furnished n compliarc., with or in reference to this Agreement or in connc- rct o-r rvi't 'he ar7 is false or 'nisleadirig in :�r�v r-iatenal respect (d) The Borrower files a petition in voluntary bankruptcy ur::erthe Unified States Bankruptcy C-ode or seeks relief under any pr'uvis on of any bankrr,ptc:y. reorganization. arrangement, insolvency. readjustment of debt, dissoiU7i0n, or liquidation I w of any jurisdiction, whether now or rereafter in effect, or consents to the -11 rig o` any pet `ion against t under such law: (e) The Borro-,vet is generally nDr paY rig its det--- s as the debts become due air becomes insolvent or banker;pt or make$ an assiqr�-hilt fcr the cenefit of creditors, or a custod.an (including without limitation a receive- Iiquidata or tfuste ) of the Scrrcwer of any of its pre, :arty is appo rated by court order or takes possession trierec-,f ar,,d such order remar-s r effect 31 `e pos:session continues for more than 30 days. Section 12.02. Notice of Default. The Borrower agrees to wive -he Soared prompt written notice i- a-ry uet k! rr eferre_i tw 1-1 Sectiorr. 12 01(d) is filed by the 3orrower or upon the occurrence of any other e re t or cc,e _';iti"r c i s`r:u`ir!q 'a Default or an Event of Default mmediately upon becoming aware of the exist :n e therec)l Section 12.U3. Remedies on Default. If air Event of Default referred to in Section ' 2 01 shall have occurred Ine Board aha l ec1a'e it.e Loan and all other amounts due hereunder to be r--:meciately due and sayable :and upon notice *.r) the Docusign Envelope ID: Ei2CB1E57-B231-441"EC5-COEA41BDDOD5 Borro�% -r t,ie same s ial becorne due and payable without further notice 3r dernand. V-;v •e,i ver lark, Fvr':nt of De`ar.It referred -o n Section 12.01 hereof shaII lave happened and be C:)r .intr rg -he Board shall I-ave .he r ch- tc take o-- p nr any combination of the following remedial steps: ea; ;Declare the Loan and all other amounts due hereunder to be immediately due and paiyable. and upon no -Ice to the Borrower the same shall become immediately clue an-:: lmiy :hlo c.y Porro-.vr=r vAthm.' f_irtl,cr notice or demand; and {i 1 Take .,A7 Stever ether action at law or in eGllitS¢ may appear necessary or cje:5irabl4: tra collc:c:t tht, awo_r ~ts -hen due and thereafter to become due hereunder or to enforce any _the- rat its o -he Board's rights-aereunder including w thout limitation. the appointment of a rece.ivor as provided an the Act. Section 12.04. Attorneys' Fees and Other Expenses-_ Upon an Event of Default, the Borrower shall pay to the Board the reasorable fees and expenses of attorneys and other reasonable expenses incurred by either of them, or by anv agency of the Sate selected by the Board to act on its behalf or by the Attorney General, in the collec-ion .,f Loan Repay-, eids or any other sum due or the enforcement of performance of any other obligations of Bo -rower. Section 12.05. Application of Money. Any money collected by the Board purSLlart to Section 12.03 shall be app ic­(.r1) first, to pay arly attorney's fees or other fees and expenses owed by Borrower pursuant to SecWn 12.04 I,ereof; (b) second. to pay interest due an the Loar:; (c) third, to pay principal due on the Lean; (d) fouitr. to pay any other amounts d e hereunder; and (e) fifth, to pay interest and principal on the Loan and other, an-,o;-ir.ts payable hereunder cut which are not due. as they become due (in the sarrtie order, as to amounts which some due simultaneously, as in (a) through (d) in this Section 12.05). Section 12.06. No Excursive fterr.ejy, Waiver. and Notice. No remedy I -ere r' ropon or -eser;red to 'he Board is intended to be exclusive and every such remedy shall be c.1111 l�itive and Thal r. ir, addition to evc­,f ovic' remedy given under tri5 agreement or now or I-P-Rafter existing; at law cr i,i _q.a V. No delay o- can-:issicr to exercise any right remedy, or power accruing upon any Default or Lvent c' Default shall mcair any such right_ remedy oa pc-vaer or shall be construed to be a waiver thereof bu- r. ay srlull right, remedy, or power may be exc-cisc t from time to Vrne and as often as may be deemed -:xped c,it In vrcier 'c: entitle the Board to exercise any remedy reserved to it in this Article X11 - sha'I nta: bt n(!c, ssa!y to g ve any notice. other than such notice as may be •equirec in tni Article XIl. ARTICLE Xlli. MISCELLANEOUS. Section 13.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given when hand deli, Wered or five days after mailing by registered or certified mail postage prepaid, to the Borrower at the address soecifled herein and to the other parties at the fallcawing address; (1) Board: Montana Board of Investments Attn: Bond Program Office P.O. Box 200126 Helena, Montana 59620-0126 nocusign Envelope ID: B2CBIE57-8231-419-SECS-CAFA415bd$D5 (2.) Borrower_ Cityof Kalispell P.O. Box 1997 Kalispell, MIT 59903 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. 8indinin Effect. This Agreement sha] inure to the benefit of and shall be binding upon the Board, the Borrower, and their respective successors and assigns. Section 13.03. Severalb;i'' In the event any provision of this Agreement shall be held invalid or unenforceable by any court of cornpetent jurisdiction. such ro'ding shall not invalidate or render unenforceable any other provision hereof. Section 13.04. Arr"encjrrer7ts, Cricnjgk�s, anOModitications. This Agreement may not he amended, changed or modified by the Rorrower unless the amendment shall have beer consented to in writing. by the Board and made part of this agreement. Section 13.05. Execution in Counterparts. i hi7 Acre -;ma it may be simultaneously executed in several counterparts, each of whim shall he. at) .,riginil and al tiwhich 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 laves of the State. Section 13.07. Consents and Aoprovals. Whenever the written cannon! o, aprJrova r,: the 75oard shall required unde7 the prnvirions of t 1is Agreement, such consent or r-ay be cive-i by -he-xec.itive Dlre=: -Iof of the aoard or- ciesig!ice, unless otherwise prcvic ed, by la,;v or ,,,y riles. !egu.l tioris (; �escLit.oiis of the Board. Section 13.08. Indemnity. The 73orrowor ag,ecs _V 1-7demnify and hold harmless the Board. their respective officers, ern^loye s. age!rts. frc., and against any and .al losses, claims, damages, liability, or expenses, of every iaracle- and nature w latsoever.. including. out not limited to. losses, claims, damages, liahi hies or expengk-� ;irniudinq reasonable fees `cr a tcn�eys accountantS, Consultants, and other experts) (collectvcly rcfl:uod to hereinafter it ,his Section -13,08 as "Damages") as fcllcwrvs: (a) For all Dar --ages arising out of, resulting from. or in any way connected with the Loan or this Agreement, without limitation; and (b) For all 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 Agreerent of any W,er Bur"ewer. 11 Doc usign Envelope la: B2CB1E57-B231-4419-BECS-08EA416DD805 Section 13.09. 'Waiver of Personc7l Liability. No member, officer, agent. o" i rn'playee of the Doard shall be in1}IVI&all°,r CIF personally liable for t�1v . 1L*ry uf the Lcan ar b sribject to -Jry uersonaI Ii�ibi iIy or accountability c..Y, reason hereof brit ncLIIlFIrl he rein shall rdicv-. a-)y rnember. officer, agent, cr employee frou, t'Je perfur-,'ancc -Cf, 2 offiria duty provi�led by lay^r or Ly t•`is,��.; v nerlt- section t 3. i o. captions. The captions or headings in this Agreement are for convenience only and it na way defin& limit. or describe the scope or intent of any provisions or sections of this Agreerne 1t IN WITNESS VO ILPEOF. the t34ard has execu-1cd #pis Agrocment by its duly authorized officers and the Borrower '1as caL.sed ihis Agree,rlent to be exeCL,ted in Its name by its duly authorized officers. All the above occurre-: as of the dater first above written. WITNESS OR ATT-ST By �";i•nec :3,.1nckY°e,rst CIMt, .417-17 Its City Clerk ----— BOAR-) OF IN`JF.5TMENTS OF THE STATE OF MONTANA 4PW-24CB'92E4:; By LoLJise VVCIStJ I.s D r-ctoi o= Municipal 'Loans tl-Y OF Ki'd ISPFI . By Jarod Nv•r,ren Its Interim City Manager a GCUSig,) -nve ,pe ID 62 BB' E57-B231-4419-BEC5-M-A416DD8D5 DESCRIPTION OF THE PROJECT/SUMMARY OF DISBURSEMENTS FOR CITY OF KALISP'ELL Allocated Amount of Loan Description of Project 1. Solid waste truck $416,900.00 Arnount Amount Amount Draw Description .Allocated Date of Remaining of Item for Item of Draw Draw for Item 3081-01 # 1 above $416, 900.00 11 /7f2026 $416, 900.00 $0,00 DESCRIPTION OF PROJECTIS 0 MMARY OF DISBURSEMENTS - 1 Docuslgn Envelope ID: BXB1E57-B231-4419-SECS-CSEAA16DD8D5 BORROWER'S DRAW CERTIFICATE NO. 3081-1 FOR DISBURSEMENT OF FUNDS UNDER THE LOAN AGREEMENT The undersigned. Authorized Representat ve of the City of Kalispell (the "Borrower") under the Loan Agreemc:: 11 t4 d Novc:i'i'ber 7, 2025 (thee 'Loan Agreement"), -y and between the Board of Investments of the state: ;Df Montana (the "Board"). certify pursuant to Section 4.�4, as follows: :''Ve h-wo 'ead 50-tion 1.05 of to Loan Agreement and subsections of Section 4 ?;4 re-ei re, to therei rev evvec, L ppropriate records and dcicunre,7ls of the Borrower relating to Fnatters covered by .his Cfe"if,ccite. 'Jl cap;talized terms used r tri> 4"ertificate shall have the •,107nings rgi, en then- in the Loan Agreen'ient unless otherwise d2fi red herein; All terms and conditions of the Loan Agreement to ,se complied with by the Hormwer as of 4h�s c .te have been complied with and satisfied, and all documents described in Section 4 1i ivG bt�eri delivered. 3. The item number, amount, and nature of each item of Projec* Costs as sl­owr cr the attached Borrower's Cash Advance Certificate: hereby requested to be rei•rbursed or paid r j -he 8orr❑wer: (a) has been paid or incurred: (b) is an eligible Project Cos. and (c; has not been :previously reimbursed or paid by the Program under the Loan Agreement; 4. To our knowledge after reasonable investigation, there hp-.; been +-o dcfa.i ; by the Borrower under the Loan Agreement, which has not been cured; and 5. All representations and warranties made t y Vie Borrower in the Loan Agreement are true and correct on and as of the date of this Certificate and [,,as the same effect as if made on such date. You are 'hereby requested to advance p..irsu. r-t to Scc.ion 4.05 of the Loan Agreement the amount shown uelcw and make payment tc the r; ti lt;ci entity to r c;:i;t V,(—eof as Shown on the EFT Authorization: Cash Amount to (ACH)- $416,900M Term to be Amortized: November 7, 2a25. Project Description: Solid waste truck, through !`,jgust - 5 VVITNES my hand this 7th day of November, 2025. ATTEST. BY _ A r?-qt: 9r4rnr<khi�:.`s#: flA��`= A.FR Its City Cie-,, 2030 (5 years) CITY OF KALISPELL lay Jarn)d Nvczren Its I�-_te. III %tanager MONTANA. BOARD OF INVESTMENTS I N T E R C A P BORROWER: CITY OF KALISPELL LOAN C MIv1' ME�JT; $ 416,900.00 TOTAL DRAVVS TO DATE $ THIS DRAV DOVVN $ '416'900.00 REMAINPNG COMM Th017NT' $ - RR lJ:--CT. SOLID WASTE TRICK KALISPELL 3051 AUTOPAY MAT JRITY DATE: 8f1512030 # OF LOAN PAYMENTS: 10 Lt-AN;CRA'.N NUhrBFR 308--0' GATE OF THIS DRA'-!V 1"ir'2025 NO E�BOF: DATE. 1":'7'Z32:: .lCil_,RNAL 3� ' BEGINNING BALANCE 416 900.00 2115,(2026 5,000% 100 5 + 10 9: 41 9f3 52 3?4 9r'133.48 8115!2026 181 3E..33'T' 2 333 639.36 2f15'2027 184 39.'49 32 2W 490 04 6F15:2C?7 181 40.253.35 257,231.68 2f15'2028 184 41.-50.83 216.08C 85 8?15r2(.28 182 42 2.31.98 173818 87 2115r2029 184 43,255.25 130,553.61 8?15'2C29 181 44,397.4.6 86,156.15 2115:20Y) 184 45,462_87 40,693 28 815.2030 181 40.693.28 0, 00 COMMENTS: Your first payment will be on February 15, 2026 Interes' payments s-iouon `rORn Feb ruary 16. 2C25Id Febr,.ary 15, fa?6 gre ;,pinp'JtCG at 5 05 F•c.-ccn' After FeD Vary 15. n1c�rcv raves twrli 4e adfusled to ref,ecs sire adiustec interest rate appidec On the c_rtsta dirt ;)lincipal balan:e CITY OF KALISPELL PO BOX 1997 KALISPELL, MT 59903 $47, 634,48 CONTACT, MUNTANA BOARD OF INVL$TA+ILNTS INT�RCAR LOAN PROGRAM PO € OX ZID012b PEFENA, MT 59620-0126 406-444-0P01 EQUIPMENT COMPANY INC. 0 1 oENVEft 9111J1NG.3 GMTEAW 5206ta1owada®lyd. 81pr�I�inigh wd, 11r101�Gr1�Noetfi KBROTHERSSsty [0ac�oa i911 lyy��01 C"'at i41 Vt Maw 303191k7370 F%GFW 4�f 2 '15 Xftw 57-2757 Frit30-2924527 ;z%:4064SZ-3744 P®r.406.452.22" SOLD TO: CITY OF KALISPELL 312 IST AVE. EAST P.O, BOX 1997 KALISPELL MT 59901-1997 DATE: 07/25/25 PAGE 1 INVOICE NO. 59105 *** INVOICE *** SHIP TO; CITY OF KALISPELL 1422 1ST AVE. WEST KALISPELL MT 59901 CUSTOIMxER. PO CUSTOMER NC7M SHIP VIA SALESMAN TERMS CUSTOMER PHONE GENE CORNE 11050 0 4 NET 10 406-752-6600 (1) 2026 PETERBILT 520 CAB OVER CHASSIS Left hand steer Paccar MX-ll diesel. engine Allison 4500 RDS automatic transmission 20,000 front G.AWR, 46,000 rear GAWR 66,000 GVWR Color- white Standard nhassiS warra^ty (1) HEIL HALFPACK CC?MM1ERCIAL, 28 CUBIC YARD FRONT ENT LOADERS FULL EJ13C'T Heavy-duty sliding top door Hinged left -side body access door with step and drab Cab shield with hinged rubber tip extension - steel Cab shield extension raise, manual jack Front head closuxe screen Under hopper liquid sump with 1 clean-cut door Packer reta.inar teeth Hopper liner, 3/16" AR400 Access ladder to top of body- year Service hoist w/elec. hyd. pump Body service props Tailgate service props Fully automatic Shur -Lack tailgate latches Patented clamp -ern arms 8,000 lb. capacity aryls - WASTEC WRP 06-1996 rated Four arM Shaft bearing supports Fork crass shaft rubber bumpers Bolt -on rubber arm stops Heavy-duty forks - 1 1/2 thick x 51 grip length Constant drive PTO off transmission w/remote mount vane pump Chrome -plated cylinder rods and telescopic sleeves Crossed packing cylinders- dual Chassis frame. -mounted oil tank with level / temperature *** CONTINUED NEXT PAGE *** .rl [EQUIPMENT COMPANY INC. W CAMTFALB KBROTHERSS sI f4*r.do&lvd.�VH. a d. rdtaawn}�¢¢ �IwnMY 'r"3da�as c, Fast 3Q;, }B.}527 Fa=406 52,37" POK74 GA52.ZM SOLD TO: CITY OF KALISPELL 312 1ST AVE. EAST P.O. Box 1997 YCALISPELL, MT 59901-1997 DATE; 07/25/25 FAGS 2 INvaiC8 M . 53105 *** INVOICE *** SKIP TC1; CITY OF KALISPELLo 1422 1ST AVE. WEST KALISPEL,L MT 59901 CUSTOMER Pia CUSTOMER NUM SKIP VIA SALESMAN TEM CUSTOX3R PRONE GENE CORNE 11050 0 4 NET 14 406-752-6600 gauge and suction shut-off valve 3-micron return line filter with Tua+gnetic trap and in -cab filter bypass monitor 140-miuron suction lire strainer Fabric ward hose protection fcr all high -press -ire looses Cortex Controller with Insight diagnostic display Throttle advance kit Joystick in -cab controls Complete array of in -cab function indicator lights Streetwise Hydraulics Standard Equipment. Featu.rea included in Base Price Arm rest for opeeator controls Backup alarm Backup and license plate light LED center --mounted brake light LED duplicate high and low mount stop, turn, and tail lights LED mid -body turn signals Strobe light, amber mounted on lower tailgate - in -cab switch, pump on, and reverse activated Front and rear mud flaps - anti -sail / ant4.-splash near underride guard Work flood lights, hopper, cab Shovel }tit mounted on back of the packer Low oil level sensor with light, buzzer, and pump shut-off Severe -duty wear bar kit Remote packer lobe Remote tailgate hinge lure Arm / Fork over height warning .kit 20 lb. fire extinguisher FMVSS 9108 clearance lights and reflectors ICC reflective tape Rear camera bracket and flood lights - reverse activated *** CONTINUED NEXT PACE *** EQUIPMENT COMPANY INC. O'l bFNOR 61CL'EMGS GWATFAW K SSiiQO Cvlarado 21p97r Wamdsh9lvd 161g tkhrR Mgnh •29�� �� t�"�`a i 3lt of �i F 1iS 297SI BROTHERSrhanr�g3 T]700 Pf�on� ha5sz-3pry hon.�aaasz-zzs� f.�c309-2L.In7 wax; 4 fis2.37a4 A4 -AV-27 9 DATE: 07/25/25 PACE 3 INVOICE No. 59105 *** I?+ oxcE *+* SOLD TO: SHIP TOa CI--Y Off' KPLISIPJ�LL CITY OF KA,1LISPELL 3 L2 1ST AVE. EAST 1422 1ST AVE. WZST P . O7 BOX 1997 -E{ALISPELL MT 59901-1.997 KALISPELL MT 59901 CUSTOMER PO L''CiSTONER NUN SRIF VIA SALESMN TERMS CUSTOMER PHONE GENE CORNS 11050 0 4 NET 10 406-752-6600 3rd Eye 3 camera system, rear, h-upper, RH Alley Toolbox 'Body undercoating Customers choice of one color finish paint- White Standard 1-year warrazity ANSI Z 245.1-1999 compliant Safety triangle Cavity coat and joint sealer Price installed complete and delivered--------- $416,900.00 Truck VIN: 3BPDLKOX3'TF779871 Body SIN: HP64971732 5I[*1AYi]PF_ A 2k !e■ rsll be added to e1L credit oard purokasna Al: recuxaed goods mu®c be ecooryAMed by inv01_e and are eubja L Go :-RnCL� Cbecgll ax Cec 10 "Yn. •■-hm Rrmus ARTQR to CAU... Sub 'rota . 416,900.00 A 9BA'1=" ClW 5e OP 2t Pga MCili`!I, 24% PER AMMM MILL BE AnD90 TO AMY TN n: Cg NOT PA:t. Salem Tax 0.00 nx Tl:�; usr ors! QF Us MN7ki IN WRICK :r 19 aura, ME ARR =NB(}dMUG WUN T R9 FAaR LABOR F.E.T. 0. D STAMOARAS K— 2F .938 AS AMWOEL1. NOT RZSI 1M IZ FOR TIM$ LOST IM TO FIRM 8IIl:M Frsighr- 0.00 3F1 CAU3T3 B$Y'.YJL] CL: 17 WTNC1;w. 5'C'IBYx3RAp'ktl C4L ANfl ¢,RR It'se ER➢LSRB R67R�6aC." -ru CGRUX.-r ob _ _ _ _ _ - _'" PL3ASE RE]QIT TO; P.O. BOX 1726, GRZAT BALLS, XT 59403 TOTAL 416, 900.00 EQUIPMENT COMPANY INC. 0 1 6ENVER aUINGS GREATFkLLS 5 G8 Codoran jlyd. 1 I A10RiwaDrNGkKBROTHERSS�: °nt T {ily, �� bOQZ2 $1 Cxea[ Falls.111 swi Rh©ac lei i��7374 7S Vfi4f1�- Yd5 452.2757 F" ja3.3ii.R 7 rr%:406-652-3744 Far T86ai2-2Ti1') SOLD TO. - CITY OF KA.LISPELL 312 1ST AVE. EAST P.O. BOX 1997 KA;jISPELL MT 59 01 -^_997 AATiE. 07,/25125 PAGE INVOICE WO. 59205 *** INVOICE *** SHIP TO; CITY OF KALISPELL 1422 1ST AVE, WEST KALISPELL MT 599C1 CUSTOM PO CU9T"C MER INTJM SHIP VIA SALESMAN TERMS cualTONER PHONE GENE CORNE 11050 0 4 NEV 10 406-752-6600 (1; 2026 PETERSILT 520 CAB OVER CHASSIS Left hand steer Pacer MX-11 [diesel engine Allison 4500 RDS automatic transmission 20,000 front GAWR, 46,000 rear GAWR Color- White standard chassis warranty (1) HEIL HALt7PACK COMMERCIAL 26 CUBIC YARD FRONT END LOAD&RS - FLILL EJECT Davy -duty sliding top door Hinged loft -side body access door witb etep and grab Cab shield with hinged rubber tip extenaior. - steel Cab shield extension raise, manual Jack Front head closure screen Under hc)pper Liquid sump with 1 clean -out door Packer retainer teeth Hopper liner, 3/1611 AR400 Access ladder to top of body- rear Service hoist w/elee. hYd. Pump Bocy service props Tailgate service props Fu1Ly automatic Shur -Lack tailgate latches Patented clamp -on arms 6,G40 1b. capacity arras - WASTEC WRP 06-1996 rated Four arm shaft bearing supports Fork cross shaft rubber bumpers Bclt-on rubber arm stops Heavy-duty forks - 1 1/2 t'-ick x 51 grip length Constant drive PTO Gaff transmission k/remote mount vane pump Chrome -plated cylinder reds and telescopic sleeves Crossed packing cylinders- dual Chassis frame -mounted oil tank with level / temperature * * * CONTINUED 98X'T PAGE * * * 0 1 EQUIPMENT COMPANY INC. UEMI>ER SKIM0 GREATFALL5 KBs CQ40rWWBW. 2Tg711aAW h Wvd. 1�510MIya D w N orth � �, {{ �4tnMns+TiiY� ® Z 2 39" phOtIF.+ wy i43T p1N1I1; 3G�i• 7#7� Fa�:3Ctij•i"?B-$S]T his�gG.65 •3T#4 Faia4ft 452•27" SOLD To CITY bF KALISPELL 312 1ST A. EAST P.0BOX 1997 KALISPELL MT 599a1-1997 DATE; 07/25/25 PAGE 2 INVOICE NO. 59105 *** IN OIC3E *** SHIP TO CITY OF KALISPELL 1422 1ST AVE- WEST KALISPELL MT 59901 CUSTOMER PO CUSTOMER NrUX SKIP VIA SALESMAN TERMS C USTO)MR PRONE GENE CORNE 11050 0 4 NET 20 406-752-6600 gauge and suction $hut -off valve 3-micron return sine filter with magnetic trap and in -cab filter bypass monitor 140-micron suction line strainer Fabric guard hose protection for all high-pressure hoses Cortege Controller With InSight diagnostic display Throttle advance kit Joystick in -cab controls Complete array of in -cab function indicator lights Streetwise Hydraulics Standard Equipment Features included in Base Price Arm rest for operator controls Backup alarm Sackup and license Plate light LED center -mounted brake light vED dupliQate high and low mount stop, turn, and tail lights LED mid -beady turn signals Strobe light, atrber mounted on lower tailgate - in -cab switch, pump on, and reverse activated Front and rear mud flaps - anti -sail / annti-splash Hear undesrde guard Work flood lights, hopper, cab Shovel kit mounted on lack of the packer :cow oil level sensor with light, buzzer, and pump Shut-off Severe -duty wear bar k'-t Remote pucker lute Remote tailgate hinge lobe Arm / Fork over height warning kit, 20 lb, fire extinguisher FNrVSS #106 clearance 1_ghts and reflectors IOC -reflective tape Rear camera bracket and flood lights - reverse activated * a' * CONTINUED NEXT PAGE * * * EQUIPMENT COMPANY INC. 0 1 DEWER BlWRIGS QQ1r FUU KBROHERSSm$�m00m€fpLfwatLoeivd_ argTNa bsk'lra, tdra eiirrMa�YTPf *ne, 303 39 7 Pig Jaiw��5 , (PEN Q6�'J3.�}7 fa€: M-29s•lS:7 Fa .afl64A247" F gyp& Y�19 DATE: 07f25/25 PAGE: 3 INVOICE NO. 59105 *** INVOICE *** SOLD TO: SHIP TO: CITY OF KALISPEL,L CITY OF ifALISPEIL 312 1ST AVE. EAST 1422 IS`i AVE_ WES'17 P.O. BOX 1997 XALISFELL MT 59901-1997 KALISPELL MT 59901 x'�®= eo�ra it ala[a saaaxalaaaxxxmaa=ex=e='.-���---------------------ars��-_- =x=sx CUSTOMER PO CUSTOMER NUN SHIP VIA SALESMAN TERMS CUSTOMER PHONE GENIE cORNE 11050 0 4 NET 10 406-752-G600 3rd Eye 3 camera system, rear, hopper, PJi Alley, Toolbox Body unelercoatir_g Customers choice of one color finish paint- White Standard 1-year warranty ANSI Z 245.1-1999 Compliant Safety triangle Cavity coat and joint sealer Price installed complete and delivered------------- $416,900.00 Truck VIN: 3SPDLK0X3TF779871 SOdy SIN: RPS4971732 .W7rAA7[iR . _ A 3t !ea Mill he added to all c=sdit card purcTa was A.11 raeurned g"ds must be aecnspanl*d tty iavo:ca and axe subject w handling ahaega ■Mar 50 days. -&-NO 22TUMI� AFUR 40 DAY8+•1 Sub Total 416, 900 .00 A ssl"ft CWUNU as z4 Pw maw. 241 PER A.SWJr. WILL ae A:::)e- TO ANY IMT:cz Mo': PAID, Sales Tax 0.00 BY 771,E I.ABT oA4 07 TUD MONTFI 119 W=C'k = T I a WE, WE; ARE ,'CNE,J M[ 40 WXT'T 'fk8 Pb.I Q [ABOR F.H.T. 0.00 sTAPDAMS ACT OF 1938 " ApM"EV_ WT AZ8KN2.3L6 FOR TIME LJ87 DUE 0 FIRW. 9TitJ]M9 F}:E igbt oleo U4 CAVSa3 Rgyn ir7 OUR. atNrACZ.. .RTAiRA50a NX1Unr AND CLXR.LCa• @AROM aUaJk(,T W CX1 M-,TlQN. • m ^ - - - - - -- - PLPME REXIT TO: P.Q. BOX 1729, ORSA! FA%LS, MT 59403 TOTAL 4191$00.00 Docusign EnveiWe IQ: 02CB1 E57-8231-44t9-SE 5-C8EA416DD8D5 Loan #3081 PROMISSORY NOTE FOUR VALUE RECEIVED. the City of Kalisrefl. a political subdivision organized under the laws of the state of Montana (the "Borrower'! rc-or,y promises to pay to the order of .he Board of Investments of the State of Montana ithe "Beard") the f',i c pa amount of FOUR HUNDRED SIXTEEN THOUSAND NINE HLNDRED AND NO1100 -)()._._ARS (WG;K0 00) or such lesser annount as shall actual y be advanced to the Borrovger under the Lain AciE�einen' -iereinnfter defined) as evidenced by the A,Tortization Schedule attaches hereto and as iit.ally r[ 5s"i5v i in March for every year the loan F dv=arse is outstanding together lvit-1 interest thereon in the amc-int calculated as provided in the Loan gret�-ront payable semiannually on renruary 15 and August 15 r the amounts and as provided in the Lo,,;n : ,grei=r rent and as set forth hereto. he maturity date of this loan as ev denced by this Prorrr ssory Note is .August 15. 2030. or sooner at We op:ion of the Borrower pursuant to the Loan Agreement. —his Promissory Note is issued pursuant to the Loan Agreement dated as of November 7, 2025, l,et5f"peen t1ie a„d the Harrower (tire "Loan Agree -rent")and issued inconsideration of the loan -7lado therer:nder (the "Loan".) and n evidence of t•aV obligatignS of the BUROwer set `orth in Section 5 thereat. Payments heLrFL.nd;-r sn 11 be made directly to the Board pursuant to the EFT A.uthorizabon ,attacned nere—o All the terms, caridit,ons and n-o visions of the Loan Agreement are, by this reference -ie�etn incorporFJod Iie,roin as a vac, o.:his �fom ssoiy Note. Interest or this Note is computed on a 3651365 simple int.r :st basis teat is by applying The rat e of the r"e-est r�:'e over the r-umbe- of days in a year, milltipli.= by thy.-: o.iistanding principal t alur�ce mulriplier-: by the a�'ual number of ,lays the principal balarce is outstanding. Ail :nterest payable under th.s Note is ccn-puted wing th s meta-od, Pursuant to the Loan Agreement, advances shall be made to the 9- orrower Lander the Loan Agreement from time to time upon the terms and conditions set forth in the Loan Agreerner):. Th s Prcrn ssory Note is ertitled to the ibcncfits a-," is s4abject to the cornditia-is cf the Lcr;n Agreement The. ch'igations of th,., Rolrr)•,ver tro mare the payments required ?7ereun^er shall he absol._ite Lind v:rithU­ t any defense cr right of setoff. counterclaim, or recoupment by reason ct any de`acal" by :hc; Roars cinder `;re -van Agreement ar under any other indebtedness or liability at any time ovvinr. --i the 9o!-rov,,er by the Board or fci any other reason_ Th s Fromissc-ry Note is subject to optional pre_ avmert tinder the terms and uondi`ions p ovided in f° rticle X �):he L c@n agreement upon giving 3C days prior vvritten notice to the Board or less if the Board agrees to sl'urter riolice. If an ''Event of DefaLA" occurs under Section 12.01 of the L,-.an Agreement t-le jrin2ipal r+f this Promissory Note m2v be declared due and savable i -i the manner anc, t:: thr- .^glen: provi ed 17 A..l .ie Xll of the Loan Agreement IT IS HEREBY(�E=—I�I_a, RECITED, COVENANTED AND AGRELU tha' all acts, conditions and things required t:y tfle 'uul-stitution and laws of the State of Montana to be clone, to exist, to happen and to he perf.n,wed n-e:�edent to and in the issuanco of this Note, in order to make it a valid and binding of lrg atican cat th ; l�orrov,,er according to its terms. have been done, do exiist, have happered and have been perfoT r-ii., in rc '.iiar and due farm, time and manner as so required; that the Borrower will. as authorized by arcs aucurcing to applicable provisions and IImitations of law annually levy sufficient tax PROMISSORY N 0 1 t oocusignEnvelope ID: aoCs1es7-B2o1-4o19f3EC5-Cos/w1600Oos receipts orcollect sufficient revenues, aothe case may be, with other funds available therefor, to pay the principal and iobanmst hereon when due; and that this Nnto, together with all other indebtedness of the Borrower outstanding on the data of original |auua hereof and on the dote of its actual issuance and delivery, does not exceed any constitutional or statutory limitation of indebtedness of the Borrower. |NWITNESS WHEREOF, the City ofKalispell has caused this Promissory Note tobmduly executed, attested, and delivered, aaofthis 7thday ofNovember, 2D25. CITY OF KALISPELL Its By Aimee Brunckhorst, CMC, APR Its City Clerk BOARD OFINVESTMENTS OFTHE STATE OF MONTANA Signed by, B»|ts PROMISSORY NOTE - 2 Docusign Envelope 10: B2CBIE57-B231-4419-BECS�C8EA416f.5p81[)'5 Borrower Name: City of Kalispell Loan #:3081 I the LAid-er gig i d duly a,rthorized representative, hereby authorize t•7e rvlontar� Board of Investments tti e'ec-trc -iic: debit and/or crudit entries to the Account listec'. 1)e1 ,,v. l t-e a.ithorized representative ac n:.vl� g:s :he origination of ACH transacticrs to the listed acccurit cum,—, ,us vJth provisions of U.S. Iavr Na-n;:� of Financial Inst,tution to debilloredit Account- AJdress: COO, State, din: Financial Institutior Routing Number! For Credit To: I ': Checking ; . Savings ?zheck vice; Account Number: For Further Credit To [suc-i as Fo Fif3 a.r Distn .O} TyP.e of transtee for this account: City of Kali pe11 INTERCAP Loan# 3081 This authority remai;is in •vf"Crt until the Montana H3 )ard of nvos n on-s acid tf,o dosi`;natcr! F na-icial Institution have received are isv EFT Authoriiaticr f~orr ar, ajthonze ; rvpresent tine or Loan #.:081 has been paid in full accordinv t,, ias '}rms. Signature 4 f atc 4 Printed Name 3 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: https://investrnentrnt.com/]NTERCAP/ ELECTRONIC FUNDS TRANSFER AUTHOR17ATION - 1 DGQusign Envelope ID: B2CB1E57-B231-4419-SECS-C8F-A416DDSDS CERTIFICATE OF APPROPRIATION h ;jn,:orsigned Finan;;c Director herebv certffies with respect to the Loan Agreement (the "Loan Agreement"), dated a�, of I\ude-rber ir 2025. b,, and between the City of Kalispell (the "Borrower") and the Ec rd of investmorts (tho '.Hoard ) tha: ' The governing body of the Rn,rawer has pref'2md its budget for thf, fiscal year 2026. 2 The Borrower has included in the bud s.et an amount designate .,i and sufficient to make the Loan Repayments (as defined in the ! Ag ept- ont") due ir' fiscal ,r s,. 2102t Gated this "November 7, 2025. CITY OF KAISPELL Esv A!i-nine Cooke I s Fii~ar7:e Director E OF ADPRC)i,ii.AT:ON t JOHNNA PREBLE„ City Attorney ANDREW CLEGG, Chief Deputy TYSON PARhAAN, Asst_ Attorney STACY B0 MAN, Asst. Attarney CHRISSY FRERICH, Administrator J'U❑I FUNK, Administrator Beard of Investments of the State of Montana 2401 Colonial Drive, Y Floor P.O. Box 200126 Helena, MT 59620-D126 Ladies and Gentlemen. KALISPELL OPINION OF BORROWER'S COUNSEL. November 7, 2025 201 10 Avenue East Kalispell, Montana 89901 Tole: (06) 758.7877 �Clwilj (406) 758-7709 (Criminal) Fax: (405) 758-7771 have served as counsel to the City of Kalispell (the "Borrower") in connect on 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 November 7, 2025, (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 Loam Agreement relating thereto is herein referred to as the Loan Agreement Resolution. I have examined, among other things- i) the Borrowe,,Act; ii) the Loan Agreement dated as of November 7, 2025, and executed by the Scrrowaer; iii) the Promissory Note (the "Nate") dated as of November 7, 2025, and executed by the Borrower; iv) Resolution No. 6297 of the Borrower, dated October 20. 2025 (the "Loan Agreement Resolution"); vil) 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 author4 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 farce 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, tiling, 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 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 andlor 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, ra Preble, B rrower's Attorney Attc rney of Kalispell ATTORNEY'S OPINION - 2