14. Resolution 5002 - Board of Investments Loan - Fire Truckity of Kalispell
9
Past Office Box 1997 - Kalispell, ontana 59903-I997 - Telephone (1406)758-7700 Fax (406)758-7758
REPORT TO:
Mayor Kennedy and City Council Members
FROM:
Amy Robertson, Finance Director
Jim Patrick, City Manager
SUBJECT:
Resolution authorizing participation in the Board of Investments
Loan Program. for Fire Truck - $279,900 — 10 years.
MEETING DATE:
April 4, 2005
BACKGROUND:
The City was approved by the Board of Investments for a loan to
finance the purchase of a fire truck. This truck is budgeted for in
Fund 2957 Fire Grants/Fema Fund. We had hoped to receive a grant
for the truck. It was stated in the budget that we would use the Board
of Investments program if we did not receive the grant. The Council
previously adopted the reimbursement resolution. We have
purchased the truck, a 2003 American La France Dominion Eagle.
The vehicle has full factory warranty and it fully equipped.
The city paid off the last fire truck loan this past February.
Current interest rates are 3.8%. This is a variable rate loan program,
rates are adjusted annually each February.
RECOMMENDATION: Adoption of this resolution.
FISCAL EFFECTS: $279,900 - 10 year loan.
ALTERNATIVES: As suggested by Council.
Amy H. Robertson a es atrick
Finance Director City Manager
Report compiled: March 30, 2005
RESOLUTION NO. 5002
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS OF THE
STATE OF MONTANA ANNUAL ADJUSTABLE RATE TENDER OPTION MUNICIPAL
FINANCE CONSOLIDATION ACT BONDS (INTERCAP REVOLVING PROGRAM),
APPROVING THE FORM AND TERMS OF THE LOAN AGREEMENT AND AUTHORIZING
THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO
BE IT RESOLVED BY THE - City Council _ (the Governing Body) OF THE CITY OF
KALISPELL (the Borrower) AS FOLLOWS:
ARTICLE I
DETERMINATIONS AND DEFINITIONS
Section 1.01. Definitions. The following terms will have the meanings indicated below for all purposes
of this Resolution unless the context clearly requires otherwise. Capitalized terrns used in this Resolution and not defined
herein shall have the meanings set forth in the Loan Agreement.
Adjusted Interest Rate means the rate of interest on the Bonds determined in accordance with the
provisions of Section 3.03 of the Indenture.
Authorized Representative shall mean the officers of the Borrower designated and duly empowered by
the Governing Body and set forth in the application.
Board shall mean the Board of Investments of the State of Montana, a public body corporate organized
and existing under the laws of the State and its successors and assigns.
Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as amended.
Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Program.
Borrower shall paean the Borrower above named.
Indenture shall mean that certain Indenture of Trust dated March 1, 1991 by and between the Board and
the Trustee pursuant to which the Bonds are to be issued and all supplemental indentures thereto.
Loan means the loan of money by the Board to the Borrower under the terms of the Loan Agreement
pursuant to the Act and the Borrower Act and evidenced by the Note.
Loan Agreement means the Loan Agreement between the Borrower and the Board, including any
amendment thereof or supplement thereto entered into in accordance with the provisions thereof and hereof.
Loan Agreement Resolution means this Resolution or such other form of resolution that the Board may
approve and all amendments and supplements thereto.
Loan Date means the date of closing a Loan.
Loan Rate means the rate of interest on the Loan which is initially 3.80% per annum through February
15, 2006 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds and up to 1.5% per annum as necessary to
pay Program Expenses.
RESOLUTION - 2
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 shall mean the INTERCAP Program of the Board pursuant to which the Board will issue and
sell Bonds and use the proceeds to make loans to participating Eligible Government Units.
Project shall mean those items of equipment, personal or real property improvements to be acquired,
installed, financed or refinanced under the Program as set forth in the Description of the Project/Summary of Draws.
Security Instrument means a security agreement in substantially the form set forth, and, a Uniform
Commercial Code financing statement, in a form acceptable to the Board and the Trustee granting a security interest in,
or a lien on, the property constituting the Project or other real or personal properties added to or substituted therefor.
Trustee shall mean U.S. Bank Trust National Association MT (formerly known as First Trust Company
of Montana National Association) and its successors.
Section 1.02. Authori . 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 I.03. Execution of Agreement and Delivery of Note. Pursuant to the Indenture and the Board
Act, the Board has issued and sold the Bonds and deposited a part of proceeds thereof in the Loan Fund held by the
Trustee. The Board has, pursuant to the Term Sheet, agreed to make a Loan to the Borrower in the principal amount of
$279,900.00 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 $279,900.00 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 3.80% per
annum through February 15, 2006 and thereafter at the Adjusted Interest Rate, plus up to 1.5% per annum as necessary to
pay the cost of administering the Program (the Program Expenses). All payments may be made by check or wire transfer
to the Trustee at its principal corporate trust office.
(b) The Loan Repayment Dates shall be February 15 and August 15 of each year.
(c) The principal amount of the Loan maybe prepaid in whole or in part provided that the Borrower
has given written notice of its intention to prepay the Loan in whole or in part to the Board no later than 30 days prior to
the designated prepayment date.
(d) The Prepayment Amount shall be equal to the principal amount of the Loan outstanding, plus
accrued interest thereon to the date of prepayment.
(e) Within fifteen days following an Adjustment Date, the Trustee shall calculate the respective
amounts of principal and interest payable by each Borrower on and with respect to its Loan Agreement and Note for the
subsequent August 15 and February 15 payments, and prepare and mail by first class mail a statement therefor to the
Borrower.
RESOLUTION - 3
Section 2.02. Use and Disbursement of the Proceeds. The proceeds of the Loan will be expended solely
for the purposes set forth in the Description of the Project/Summary of Draws. The proceeds from the sale of the Note to
the Board shall remain in the Borrower's Account pending disbursement at the request of the Borrower to pay the
budgeted expenditures in anticipation of which the Note was issued. Requests for disbursement of the Loan shall be
made to the Board. Prior to the closing of the Loan and the first disbursement, the Borrower shall have delivered to the
Trustee a certified copy of this Resolution, the executed Loan Agreement and Note in a form satisfactory to the
Borrower's Counsel and the Board's Bond Counsel and such other certificates, documents and opinions as set forth in the
Loan Agreement or as the Board. or Trustee may require. The Borrower will pay the loan proceeds to a third party within
five business days after the date they are advanced (except for proceeds to reimburse the Borrower for previously paid
expenditures, which are deemed allocated on the date advanced).
Section 2.03. Payment and Security for the Note. In consideration of the making of the Loan to the
Borrower by the Board, the provisions of this Resolution shall be a part of the Agreement of the Borrower with the
Board. The provisions, covenants and Agreements herein set forth to be performed by or on behalf of the Borrower shall
be for the benefit of the Board. The Loan Agreement and Note shall constitute a valid and legally binding obligation of
the Borrower and the principal of and interest on the Loan shall be payable from the general fund of the Borrower, and
any other money and funds of the Borrower otherwise legally available therefor. [The repayment of the Loan shall be
secured by a security interest in the Project being financed.] The Borrower shall enforce its rights to receive and collect
all such taxes and revenues to insure the prompt payment of the Borrower obligations hereunder.
Section 2.04. Representation Regarding the Property Tax Limitation Act. The Borrower recognizes and
acknowledges that the amount of taxes it may levy is limited by the state pursuant to Section 15-10-402, et. seq. (the
Property Tax Limitation Act). The Borrower is familiar with the Property Tax Limitation Act and acknowledges that the
obligation to repay the Loan under the Agreement and Note are not exceptions to the provisions of the Property Tax
Limitation Act. The Borrower represents and covenants that the payment of principal of and interest on the Loan can and
will be made from revenues available to the Borrower in the years as they become due, notwithstanding the provisions of
the Property Tax Limitation Act.
Section 2.05. Levy and Appropriate Funds to Relay Loan. The Borrower agrees that in order to meet its
obligation to repay the Loan and all other payments hereunder that it will budget, levy taxes for and appropriate in each
fiscal year during the term of the Loan an amount sufficient to pay the principal of and interest hereon within the
limitations of the Property Tax Limitation Act, as may be amended, and will reduce other expenditures if necessary to
make the payments hereunder when due.
ARTICLE III
CERTIFICATIONS, EXECUTION AND DELIVERY
Section 3.01. Authentication of Transcript. The Authorized Representatives are authorized and directed
to prepare and furnish to the Board and to attorneys approving the validity of the Bonds, certified copies of this
Resolution and all other resolutions and actions of the Borrower and of said officers relating to the Loan Agreement, the
Note, the Security Agreement and certificates as to all other proceedings and records of the Borrower which are
reasonably required to evidence the validity and marketability of the Note. All such certified copies and certificates shall
be deemed the representations and recitals of the Borrower as to the correctness of the statements contained therein.
Section 3.02, Legal Opinion. The attorney to the Borrower is hereby authorized and directed to deliver
to the Board at the time of Closing of the Loan his or her opinion regarding the Loan, the Loan Agreement, the Note and
this Resolution in substantially the form of the opinion set forth in the Attorney's Opinion.
Section 3.03, Execution. The Loan Agreement, Note, Security Agreement and any other document
required to close the Loan shall be executed in the name of the Borrower and shall be executed on behalf of the Borrower
by the signatures of the Authorized Representatives of the Borrower.
RESOLUTION - 4
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE
MAYOR OF THE CITY OF KALISPELL THIS 4TH DAY OF APRIL, 2005.
Pamela B. Kennedy
Mayor
ATTEST:
Theresa White
City Clerk
Loan #1168
LOAN AGREEMENT
between
BOARD OF INVESTMENTS
OF THE STATE OF MONTANA
and
CITY OF KALISPELL
as Borrower
DATE OF AGREEMENT: April 22, 2005
LOAN AMOUNT: TWO HUNDRED SEVENTY-NINE THOUSAND NINE HUNDRED
DOLLARS ($279,900.00)
ADDRESS OF BORROWER: City of Kalispell
P.O. Box 1997
Kalispell, MT 59903-1997
CONTACT PERSON OF BORROWER:
NAME
TITLE
TELEPHONE
FACSIMILE
Carol Kostman
Assistant Finance Director
(406) 758-7755
(406) 758-7758
STATUTORY AUTHORITY FOR BORROWING: 7-7-4101, 7-7-4201 and 7-5-4306 M.C.A.
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION..................................................................... 2
SECTION1.01. DEFINITIONS.....................................................................................................................................................2
SECTION 1.02. RULES OF INTERPRETATION..............................................................................................................................5
SECTION1.03. ATTACHMENTS.................................................................................................................................... .....5
ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER, ..........................6
SECTION 2.01. REPRESENTATIONS AND WARRANTIES. ............................... ........................ .................... ...................... 6
SECTION 2.02. PARTICULAR COVENANTS OF BORROWER........................................................................................................7
ARTICLE III. LOAN TO BORROWER.................................................................................................................. 7
ARTICLE IV. LOAN PROVISIONS...... ... ........................................ ............... --- ....... - ........... ---................. 8
SECTION 4.01. COMMENCEMENT OF LOAN AGREEMENT......................................................................................................... 8
SECTION 4.02, TI~RMINATION OF AGREEMENT.........................................................................................................................8
SECTION 4.03. TERM OF LOAN AGREEMENT.... ...................................................................... - ...... - .... - ................................. 8
SECTION 4.04. LOAN CLOSING SUBMISSIONS...........................................................................................................................8
SECTION 4.05. INITIAL AND SUBSEQUENT DRAWS OF LOAN....................................................................................................8
ARTICLE V. LOAN REPAYMENTS AND NOTE.... . - - . . ... - ............ ... -- .................................. .......... - 9
SECTION 5.01. PAYMENT OF LOAN REPAYMENTS....................................................................................................................9
SECTION 5.02. DELINQUENT LOAN PAYMENTS..........................................................................................................9
SECTION5.03. THE NOTE........................................................................................................................................................9
ARTICLEVI. TERM..............................................................................................................................................10
.ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL.............................................................10
SECTION 7.01. OBLIGATIONS OF BORROWER.........................................................................................................................10
ARTICLE VIII. FINANCIAL COVENANTS (GENERAL FUND) ..................................................................... 10
SECTION S.01. REPRESENTATION REGARDING THE PROPERTY TAX LIMITATION ACT............................................................10
SECTION 8.02. LEVY AND APPROPRIATE FUNDS TO REPAY LOAN.........................................................................................10
SECTION 8.03. REPORTS AND OPINION; INSPECTIONS............................................................................................................10
ARTICLE IX. DISCLAIMER OF WARRANTIES.... .... ............................ -- ....................................... ............. 10
ARTICLE X. OPTION TO PREPAY LOAN-- .... ............................. ....... ........................... ............................ I I
ARTICLE XI. ASSIGNMENT................................................................................. .......... I I
....................................
SECTION 11.01. ASSIGNMENT BY BOARD OR TRUSTEE... ..... - ...... .......................... -- ....................................... -- .......... - I 1
SECTION 11.02. ASSIGNMENT BY BORROWER. ... ................................................................................................................... 11
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES................................................................................. 1 I
SECTION 12.01. EVENTS OF DEFAULT DEFINED..................................................................................................................... l I
SECTION 12.02. NOTICE OF DEFAULT....................................................................................................................................12
SECTION 12.03. REMEDIES ON DEFAULT...............................................................................................................................12
SECTION 12.04. ATTORNEYS FEES AND OTHER EXPENSES.................................................................................................... 12
SECTION 12.05. APPLICATION OF MONEYS............................................................................................................................12
SECTION 12.06, NO REMEDY EXCLUSIVE, WAIVER AND NOTICE...........................................................................................13
i
ARTICLE X111. MISCELLANEOUS..................................................................................................................... 13
SECTION13.01. NOTICES.......................................................................................................................................................13
SECTION13.02. BINDING EFFECT. ......... ........... ............... ............................ ........................................................ 13
SECTION13.03. SEVERABIIdTY..............................................................................................................................................13
SECTION 13.04. AMENDMENTS, CHANGES AND MODIFICATIONS...... ...................................... ..... ---- ....... ....... ---- ....... 13
SECTION 13.05. EXECUTION IN COUNTERPARTS....................................................................................................................13
SECTION1106, APPLICABLE ACT..........................................................................................................................................14
SECTION 13.07. CONSENTS AND APPROVALS........................................................................................................................14
SECTION13.08. INDEMNITY..................................................................................................................................................14
SECTION 13.09. WAIVER OF PERSONAL L,IABILITY.................................................................................................................14
SECTION13.10. CAPTIONS.....................................................................................................................................................14
This Loan Agreement (the "Agreement") dated as of the date set forth on the cover hereof, 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 Borrower whose name is set forth on the cover hereof ("the Borrower"), a political
subdivision of the State of Montana;
WITNES SETH:
WHEREAS, pursuant to Section 2-15-1808, Montana Code Annotated and Title 17, Chapter 5, Part 16,
Montana Code Annotated (the "Act") and in accordance with the Indenture of Trust, dated as of March 1,1991, between
the Board and U.S. Bank Trust National Association MT (formerly known as First Trust Company of Montana National
Association) (the "Trustee"), has established its INTERCAP Revolving Program pursuant to which the Board will issue,
from time to time, its Annual Adjustable Rate Tender Option Municipal Finance Consolidation Act Bonds (INTERCAP
Revolving Program) (the "Bonds"), for the purpose of making loans to Eligible Government Units to finance or refinance
the acquisition and installation of equipment, personal and real property improvements, to provide temporary financing of
projects or for other authorized corporate purposes of an Eligible Government Unit (the "Projects"); and
WHEREAS, the Board has agreed to loan part of the proceeds of an issue of such Bonds to the Borrower
in the amount set forth on the Description of the Project/Summary of Disbursements attached hereto and the cover hereof,
and the Borrower has agreed to borrow such amount from the Board, subject to the terms and conditions of and for the
purposes set forth in this Agreement; and
WHEREAS, the Borrower is authorized under the laws of the State of Montana, and has taken all
neecssary action, to enter into this Agreement for the Project as identified in the Description of the Preject/Summary of
Disbursements attached hereto.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby
agree as follows:
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION.
Section 1,01. Definitions
The following terms will have the meanings indicated below for all purposes of this Agreement unless the
context clearly requires otherwise. Capitalized terms used in this Agreement and not defined herein shall have the
meanings set forth in the Indenture.
"Act" means Section 2-15-1808, Montana Code Annotated and Title 17, Chapter 5, Part 16, Montana
Code Annotated as now in effect and as it may from time to time hereafter be amended or supplemented.
"Adjusted Interest Rate" shall mean the interest rate on the Loan determined and established pursuant to
the Promissory Note hereto and the Loan Agreement or Bond Resolution.
"Adjustment Date" means the Initial Adjustment Date or a Subsequent Adjustment Date.
"Adjustment Period" means the period beginning on an Adjustment Date and ending on the day before
the next succeeding Adjustment Date.
"Amortization Schedule" means the schedule prepared for a loan advance to the Borrower showing the
principal amount advanced, the amortization of the principal, and the interest and principal payments due to the
Subsequent Interest Adjustment Date.
"Authorized Representative" shall mean the officers of the Borrower designated by the Governing Body
and set forth in the Application and signed on behalf of the Borrower by a duly authorized official.
2
"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.
"Bonds" means the Board of Investments of the State of Montana's Annual Adjustable Rate Tender
Option Municipal Finance Consolidation Act Bonds (INTERCAP Revolving Program) authorized to be issued for the
Program.
"Borrower" means the Eligible Government Unit which is set forth on the cover of this Agreement and
which is borrowing and using the proceeds of the Loan to finance, refinance or be reimbursed for, all or a portion of the
Cost of the Total Project.
"Borrower Act" means the section of Montana Code Annotated indicated on the cover hereto, that
authorizes an Eligible Government Unit to borrow money on terms consistent with the Program.
"Borrower Resolution" means a resolution, duly and validly adopted by a Borrower authorizing the
execution and delivery to the Board of an Agreement and Note, in substantially the form provided, or such other form of
Resolution that the Board may approve and all amendments and supplements thereto.
"Commencement Date" means the date of the Agreement as set forth on the cover hereof when the term
of this Agreement begins and the obligation of the Borrower to make .Loan Repayments begins to accrue.
"Counsel" means an attorney or firm of attorneys duly admitted to practice law before the highest court
of any state.
"Default" means an event or condition the occurrence of which would, with the lapse of time or the
giving of notice or both, become an Event of Default.
"Eligible Government Unit" shall mean any municipal corporation or political subdivision of the state,
including without limitation any city, town, county, school district, or other special taxing district or assessment or service
district authorized by law to borrow money or any board, agency, or department of the state, or the board of regents of the
Montana university system when authorized by law to borrow money.
"Event of Default" means any occurrence or event described in Article X hereof.
"Fiscal Year" means the fiscal year of the Borrower beginning on July 1 and ending June 30.
"Governing Body" shall mean (i) with respect to a county, the Board of County Commissioners, (ii) with
respect to a city, the City Council or Commission, and (iii) with respect to a school district, county water or sewer district,
hospital district, rural fire district, or any other special purpose district, the Board of Trustees.
"Indenture" means that certain Indenture of Trust, dated as of March 1, 1991, by and between the Board
and the Trustee, as originally executed or as it may from time to time be supplemented, modified or amended in
accordance with its terms.
"Initial Adjustment Date" means the first February 16 following the date of the Agreement.
"Initial Interest Rate" means the Loan Rate from the date of the Agreement to the Initial Adjustment
Date.
"Loan" means the loan of money by the Board to the Borrower under the terms of this Agreement
pursuant to the Act and the Borrower Act, evidenced by the Note.
"L oan.Agreement" or "Agreement" means this Agreement, including, the attachments hereto, and the
Security Instrument, if any, as originally executed or as they may from time to time be supplemented, modified or
amended in accordance with the terms hereof and of the Indenture.
"Loan Date" means the date of closing a Loan.
"Loan Rate" means the rate of interest on the Loan as provided for in Section 5.01 of this Agreement.
"Loan n Repayment Date" means February 15th and August 15th or, if any such day is not a Business Day,
the next Business Day thereafter, during the term of the Loan.
Agreement.
"Loan Repayments" means the payments payable by the Borrower pursuant to Article V of this
"Loan Term" means the term provided for in Article V of this Agreement.
"Maximum Interest Rate" means the maximum rate of interest on the Bonds which shall not exceed
fifteen percent (15%) per annum.
"Note" means the promissory note executed and delivered by the Borrower attached hereto and made a
part hereof.
"Program" means the Board's INTERCAP Program established under the Act and pursuant to which the
Board finances Projects for Eligible Government Units.
"Progatn Expenses" means the expenses of the Program, including (without limitation) the fees and
expenses of the Trustee and such other fees and expenses of the Program or of the Board relating thereto as shall be
approved by the Board.
"Protect" means those items of equipment, personal or real property improvements to be acquired,
installed, financed or refinanced under the Program and set forth in the Description of the Project/Summary of
Disbursements attached hereto.
"Project Costs" shall mean the portion of the costs of the Total Project to be financed by the INTERCAP
Loan. The Project Costs may not exceed the Loan Amount as set forth on the cover hereof.
"Security Instrument" means a Security Agreement in substantially the form set forth hereto, and, a
Uniform Commercial Code financing statement, in a form acceptable to the Board and the Trustee granting a security
interest in, or a lien on, the property constituting the Project or other real or personal properties added to or substituted
therefor.
"Series Supplemental Indenture of Trust" means a Supplemental indenture of Trust authorizing the
issuance of an additional series of bonds in accordance with the provisions of the Indenture.
"State" means the state of Montana.
"Subsequent Interest Adjustment Date or Subsequent Adjustment Date" means February 16 in the years
the Loan remains outstanding.
"Term Sheet" shall mean the document containing the terms and conditions issued by the Board to the
Borrower that must be satisfied prior to entering into a Loan Agreement.
"Term Sheet Issuance Date" means the date the Board executes its Term Sheet under the Board's
Program.
"rota_ _ 1 Project" shall mean the project as described in Section 14 of the Term Sheet and/or Section 2 of
the application, of which some or all is to be financed by the INTERCAP Loan.
"Total Project Costs" shall mean the entire cost of acquiring, completing or constructing the project as
further described in Section 14 of the Terms & Conditions Sheet and/or Section 2 of the application.
"Trustee" means the U.S. Bank Trust National Association MT (formerly known as First Trust Company
of Montana National Association), a corporation organized and existing under the laws of the United States, or its
successor as trustee as provided in the Indenture.
Section 1.02. Rules of Interpretation.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise
requires:
(a) "This Agreement" means this instrument as originally executed and as it may from time to time be
modified or amended.
(b) All references in this instrument to designated "Articles", "Sections" and other subdivisions are to
the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words
"herein", "hereof', "hereunder", and "herewith" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision.
(c) The terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles.
(e) The terms defined elsewhere in this Agreement shall have the meanings therein prescribed for them.
(f) Words of the masculine gender shall be deemed and construed to include correlative words of the
feminine and neuter gender.
(g) The headings or captions used in this Agreement are for convenience of reference only and shall not
define or limit or describe any of the provisions hereof or the scope or intent hereof.
(h) This Agreement shall be construed in accordance with the laws of the State.
Section 1.03. Attachments
The following are attachments and a part of this Agreement:
Description of the Project/Summary of Disbursements.
Borrower's Draw Certificate.
Promissory Note.
Opinion of Borrower's Counsel.
Certificate of Appropriation (if applicable).
Form of Security Instrument (if applicable).
ARTICLE 1I. REPRESENTATIONS COVENANTS AND WARRANTIES OF BORROWER.
Section 2.01. Representations and Warranties.
Borrower represents and warrants for the benefit of the Board, the Trustee and the Bondholders as follows:
(a) Organization and Authori . The Borrower:
(1) is a political subdivision of the State of Montana; and
(2) has complied with all public bidding and other State and Federal laws applicable to this
Agreement and the acquisition or installation of the Project.
(b) Full Disclosure. There is no fact that the Borrower has not disclosed to the Board or its agents in
writing that materially adversely affects or (so far as the Borrower can now foresee), except for pending or
proposed legislation or regulations that are a matter of public infonnation 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, the Note, and the Security Instrument.
(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, the Note, and the Security instrument,
and that have not been disclosed in writing to the Board.
(d) Borrowing Legal and Authorized. The transaction provided for in this Agreement, the Note, and the
Security Instrument:
(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, the Note, and the Security Instrument) 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, the Note, and the Security Instrument 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.
6
(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 reirnburse the Borrower for previously paid expenditures, which are deemed allocated on
the date advanced).
(g) Corti letion of the Total Pro"eet' Pa ent of Total Project Costs. The Borrower shall proceed
diligently to complete the Total Project and to obtain the necessary funds to pay the Total Project Costs thereof.
The Borrower shall pay any amount required for the acquisition, construction and equipping of the Total Project
in excess of the Loan Amount as set forth on the cover hereof.
Section 2.02. Particular Covenants of Borrower.
(a) Compliance with Statutory Requirements, Competitive Bidding, Montana Labor Laws
Environmental Review, and Other Legal Requirements. The Borrower has complied with all statutory
requirements, including competitive bidding and labor requirements and environmental review, applicable to the
acquisition and construction of the Project.
(b) Maintenance and Use of Project. The Borrower shall maintain the Project in good condition, make
all necessary renewals, replacements, additions, betterments and improvements thereto and maintain insurance
with respect to the Project, its other properties and its operations in such amounts and against such risks as are
customary for governmental entities such as the Borrower.
(c) Financial Reports and Audits. The Borrower shall comply with the provisions of Title 2, Chapter 7,
Part 5 Montana Code Annotated and shall file with the Board financial reports and audits when such reports and
audits are required to be filed by the Department of Commerce.
(d) Security Interest. The Borrower shall grant the Board a first security interest in the Project being
financed by the Loan to the extent allowed by law, by executing and delivering the Security Instrument.
(e) Liens. The Borrower shall not create, incur or suffer to exist any lien, charge or encumbrance on the
property constituting the Project prior to the security interest granted hereunder other than (i) any security
interest or lien pursuant to a loan agreement, mortgage, deed of trust, indenture or similar financing agreement of
the Borrower in force and effect as of the date of this Agreement which creates a security interest or lien in
after -acquired property of the Borrower and which is approved in writing by the Board, (ii), any security interest,
mortgage or deed of trust permitted in writing by the Trustee, or (iii) any security interest or lien imposed or
arising by statute or operation of law.
(i) Expenses. The Borrower will, at the request of the Board, pay all expenses relating to the Loan, the
Note, and the Security Instrument and this Agreement, including but not limited to.
(1) The Borrower will cause all financing statements necessary to be filed in connection with
the security interest granted in the Security Instrument, if any is required hereunder, to be executed and
filed, at Borrower's expense.
ARTICLE III. LOAN TO BORROWER.
Subject to the terms and conditions of this Agreement, the Board hereby agrees to loan and advance to
the Borrower, and the Borrower agrees to borrow and accept from the Board, the Loan in the principal amount not to
exceed the Loan Amount as set forth on the cover hereof.
ARTICLE IV. LOAN PROVISIONS.
Section 4.01. Commencement of Loan Agreement
This Agreement shall commence on the date hereof unless otherwise provided in this Agreement.
Section 4.02. Termination of Agreement.
This Agreement will terminate upon payment in full of all amounts due under this Agreement and upon the full
and complete performance and payment of all of 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 amount approved for one year from the Term Sheet Issuance
Date. Beginning one year after the Term Sheet Issuance Date, the Board may refuse to make a loan advance if the Board
determines that there has been a material adverse change in the circumstances of the Borrower.
Section 4.04. Loan Closin Submissions.
Concurrently with the execution and delivery of this Agreement, the Borrower is providing to the Board and the
Trustee, the following documents (except that the Board may waive any of such documents):
(a) A certified resolution of the Borrower in form and substance substantially identical to that provided
hereto; provided, however, that the Board may permit variances in such certified resolution from the form or
substance of such resolution if, in the good faith judgment of the Board, such variance is not to the material
detriment of the interests of the Program, the Bondholders and such certified resolutions are acceptable to the
Trustee;
(b) An opinion of the Borrower's counsel in form and substance substantially identical to the Attorney's
Opinion hereto; provided, however, that the Board may permit variances in such opinion from the form or
substance of such Attorney's Opinion if, in the good faith judgment of the Board, such variance is not to the
material detriment of the interests of the Program, the Bondholders and such opinion is acceptable to the Trustee;
(c) The executed Security Instrument, attached hereto, required by the Board, including evidence of
filing of a financing statement, if any, in every office in which it is required to be filed in order to perfect the
security interest of the Board in the personal property pledged pursuant to the Security Instrument;
(d) A bill, or bills of sale, construction contract or contracts, invoice or invoices, purchase order or
purchase orders or other evidence satisfactory to the Board that the Project has been purchased, ordered,
constructed or installed by the Borrower or that any construction has been substantially completed and that
payment therefor is due and owing or, if the Borrower is to be reimbursed, that payment has been made; and for
any debt being refinanced, the canceled note or other financing document or other evidence satisfactory to the
Board of such refinancing;
(e) Such other closing documents and certificates as the Board may reasonably request.
Section 4.05. Initial and Subsequent Draws of Loan.
For the initial draw of the Loan, the Borrower shall deliver to the Board an executed copy of the Agreement,
complete with all attachments as listed in Section 4.04 including the Note and the Agreement Resolution and other
documents the Board requires.
For subsequent draws, if applicable, the Borrower shall deliver to the Board, an executed copy of a Disbursement
Request and Security Instrument, if required, and any other documents the Board requires.
ARTICLE V. LOAN REPAYMENTS AND NOTE.
Section 5.01. Payment of Loan Repayments
(a) The Loan Repayment Dates shall be on February 15 and August 15 of each year with the first Loan
Repayment Date determined as follows:
First Loan
Payment
Date of Draw
Repayment Date
Consisting of:
February 15 through April 17
August 15
Principal and Interest
April 18 through June 16
August 15
Interest only
June 17 through August 14
February 15
Principal and interest from
date of draw
August 15 through October 18
February 15
Principal and Interest
October 19 through December 17
February 15
Interest only
December IS through February 14
August 15
Principal and Interest from
date of draw
(b) Borrower hereby agrees to make Loan Repayments to the Trustee on each Loan Repayment Date to
be calculated by the Trustee and consisting of the sum of the following items:
(i) Principal in an amount based upon the initial Amortization Schedule, the Amortization
Schedule being initially determined utilizing the initial Interest Rate. Each advance of the principal of
the Loan as shown on the Amortization Schedule shall be repaid in semiannual installments on each
Loan Repayment Date commencing on the first Loan Repayment Date following the date thereof and
ending on the final maturity date set forth on the Amortization Schedule. Principal payments will not be
adjusted but the interest payment will be adjusted as provided in Section 5.01 hereof.
(ii) Interest for each Adjustment Period at the Loan Rate.
(c) The Loan Rate shall equal the interest rate on the Board's bonds, as determined pursuant to Section
3.03 of the Indenture, plus up to 1 1/2% per annum as is necessary to pay the Borrower's share of Program
Expenses as determined by the Board. The interest rate on the Bonds shall not exceed 15% per annum.
(d) Within thirty days of the Adjustment Date the Trustee shall calculate the new interest component of
the Loan Repayments and shall send a revised Amortization Schedule to the Borrower showing the amount of
the Borrower's semiannual Loan Repayments.
(e) Loan Repayments may be made by check or wire transfer of funds to the Trustee.
Section 5.02. Delinquent Loan Payments.
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 United States of America Treasury Bills of a
duration as close as possible to the term over which the Loan Repayment is delinquent.
Section 5.03. The Note.
On the date of this Agreement, the Borrower shall execute the attached Note. The obligations of the Borrower
under the Note shall be deemed to be amounts payable under Section 5.01. Each payment made to the Trustee pursuant
to the Note shall be deemed to be a credit against the corresponding obligation of the Borrower under Section 5.01 and
any such payment made to the Trustee shall fulfill the Borrower's obligation to pay such amount hereunder and under the
Note.
ARTICLE VI. TERM.
The terra of the Loan will be a maximum of ten (10) years and the specific term for each loan draw will be set
forth in the Borrower's Draw Certificate.
ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL
Section 7.01. Obligations of Borrower.
The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional
without any defense or right of set off, counterclaim or recoupment by reason of any default by the Board under the Loan
Agreement or under any other indebtedness or liability at any time owing to the Borrower by the Board or for any other
reason.
ARTICLE VIII. FINANCIAL COVENANTS GENERAL FUND).
Section 8.01. Re resentation Regarding the.Property Tax Limitation Act.
The Borrower recognizes and acknowledges that the amount of taxes it may levy is limited by the state pursuant
to Section 15-10-420, as amended (the Property Tax Limitation Act). The Borrower is familiar with the Property Tax
Limitation Act and acknowledges that the Loan Repayments to be made under the Agreement and Note are not
exceptions to the provisions of the Property Tax Limitation Act. The Borrower represents and covenants that such Loan
Repayments can and will be made from revenues available to the Borrower, notwithstanding the provisions of the
Property Tax Limitation Act.
Section 8.02. LcEy and A pproLate Funds to Repay Loan.
The Borrower agrees that in order to meet its obligation to make the Loan Repayments and all other payments
hereunder that it will budget for as authorized and appropriate from taxes or any other available sources in each fiscal
year during the term of this Agreement an amount sufficient to pay the principal of and interest hereon within the
limitations of the Property Tax Limitation Act and will reduce other expenditures if necessary to make the payments
hereunder when due.
Section 8.03. Reports and Opinion, Inspections.
(a) The Borrower shall deliver to the Board by no later than August 15 of each year during the term of
this Agreement, a certificate in substantially the form attached hereto that the Governing Body of the Borrower
has budgeted and appropriated for the then current Fiscal Year an amount sufficient to make the Loan
Repayments due in that Fiscal Year, as required in Article V1I1 hereof.
(b) The Borrower agrees to permit the Board and the Trustee to examine, visit and inspect, at any
reasonable time, the property constituting the Project, and the Borrower's facilities, and any accounts, books and
records, including its receipts, disbursements, contracts, investments and any other matters relating thereto and to
its financial standing, and to supply such reports and information as the Board or the Trustee may reasonably
require.
ARTICLE IX. DISCLAIMER OF WARRANTIES.
THE BOARD AND ITS AGENTS MAKE NO WARRANTY OR REPRESENTATION, EITHER
EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS
FOR ANY OR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROJECT OR ANY PORTION
THEREOF OR ANY OTHER WARRANTY WITH RESPECT THERETO. In no event shall the Board or the Trustee
or their respective agents be liable for any incidental, indirect, special or consequential damages in connection with or
arising out of this Agreement or the Project or the existence, furnishing, functioning or Borrower's use of the Project or
any item or products or services provided for in this Agreement.
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ARTICLE X. OPTION TO PREPAY LOAN.
The Borrower may prepay the Loan in whole or in part upon giving 30 days prior written notice to the
Board.
If the Loan is prepaid in part, the principal amount of the Loan shall be reduced by the portion of the
prepayment representing principal and the Loan shall be rearnortized by ratably reducing the principal portion of each
remaining Loan Repayment.
ARTICLE XI. ASSIGNMENT.
Section I I.O.I. Assignment.by Board or Trustee.
(a) The Borrower expressly acknowledges that all right, title and interest of the Board in and to this
Agreement (except for the rights of the Board to indemnification pursuant to Section 13.08 hereof) the Note, and
the Security Instrument have been assigned to the Trustee, as security for the Bonds, under and as provided in
the Indenture, and that if any Event of Default shall occur, the Trustee shall be entitled to act hereunder in the
place and stead of the Board. In addition, the Borrower acknowledges that the Board has appointed the Trustee
as services entitled to act hereunder in the place and stead of the Board. This Agreement, the Note, and the
Security Instrument, including (without limitation) the right to receive payments required to be made by the
Borrower hereunder and to compel or otherwise enforce performance by the Borrower of its other obligations
hereunder, may be further assigned and reassigned in whole or in part to one or more assignees or subassignees
by the Trustee at any time subsequent to their execution without the necessity of obtaining the consent of the
Borrower. Forthwith upon any such assignment the Trustee shall notify the Borrower thereof.
(b) The Borrower acknowledges that payment of the Bonds does not constitute payment of the amounts
due under this Agreement.
Section 11.02. Assigqment by Borrower.
This Agreement may not be assigned or encumbered by the Borrower for any reason without the express written
consent of the Trustee and the Board.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.
Section 12.01. Events of Default Defined.
If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of
Default":
(a) Failure by the Borrower to pay any Loan Repayment required to be paid hereunder at the time
specified herein and the continuation of such failure for a period of three (3) days after telephonic or telegraphic
notice by the Trustee that such payment has not been received;
(b) Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to
be observed or performed under this Agreement, other than as referred to in Section 12.01(a) for a period of
thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the
Borrower by the Trustee, unless the Trustee shall agree in writing to an extension of such time prior to its
expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period,
the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is
instituted by the Borrower within the applicable period and diligently pursued until the Default is corrected;
II
(c) Any warranty, representation or other statement by or on behalf of the Borrower contained in this
Agreement or in any instrument furnished in compliance with or in reference to this Agreement or in connection
with the Loan, is false or misleading in any material respect;
(d) The Borrower files a petition in voluntary bankruptcy under the United States Bankruptcy Code or
seeks relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the
filing of any petition against it under such law;
(e) The Borrower is generally not paying its debts as such debts become due, or becomes insolvent or
bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a
receiver, liquidator or trustee) of the Borrower or any of its property is appointed by court order or takes
possession thereof and such order remains in effect or such possession continues for more than 30 days;
(f) A default occurs under the Security Instrument, if any.
Section 12.02. Notice of Default.
The Borrower agrees to give the Trustee and the Board prompt written notice if any petition referred to in
Section 12.01(d) is filed by the Borrower or of the occurrence of any other event or condition which constitutes a Default
or an Event of Default immediately upon becoming aware of the existence thereof.
Section 12.03. Remedies on Default.
If an Event of Default referred to in Section 12.01(d) shall have occurred, the Trustee shall declare the Loan and
all other amounts due hereunder to be immediately due and payable, and upon notice to the Borrower the same shall
become due and payable without further notice or demand. Whenever any Event of Default referred to in Section 12.01
hereof shall have happened and be continuing, the Trustee or the Board shall have the right to take any action permitted
or required pursuant to the Indenture and shall take one or any combination of the following remedial steps:
(a) Declare the Loan and all other amounts due hereunder to be immediately due and payable, and upon
notice to the Borrower the same shall become immediately due and payable by Borrower without further notice
or demand; and
(b) Take whatever other action at law or in equity may appear necessary or desirable to collect the
amounts then due and thereafter to become due hereunder or to enforce any other of its or the Board's rights
hereunder, including without limitation, the appointment of a receiver as provided in the Act.
Section 12.04. Attorneys fees and Other Exnenscs.
The Borrower shall on demand pay to the Board or the Trustee the reasonable fees and expenses of attorneys and
other reasonable expenses incurred by either of them, or by any agency of the State selected by the Board to act on its
behalf or by the Attorney General, in the collection of Loan Repayments or any other sum due or the enforcement of
performance of any other obligations of Borrower upon an Event of Default.
Section 12.05. A lication of Moneys.
Any moneys collected by the Board or the Trustee pursuant to Section 12.03 hereof shall be applied (a) first, to
pay any attorney's fees or other fees and expenses owed by Borrower pursuant to Section 12.04 hereof, (b) second, to pay
interest due on the Loan; (c) third, to pay principal due on the Loan; (d) fourth, to pay any other amounts due hereunder;
and (e) fifth, to pay interest and principal on the Loan and other amounts payable hereunder but which are not due, as
they become due (in the same order, as to amounts which come due simultaneously, as in (a) through (d) in this Section
12.05).
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Section 12.06. No Remedy,Exclusive,..Waiver and Notice.
No remedy herein conferred upon or reserved to the Board or the Trustee is intended to be exclusive and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or
hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any
Default or Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but
any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order
to entitle the Board or the Trustee to exercise any remedy reserved to it in this Article XII, it shall not be necessary to give
any notice, other than such notice as may be required in this Article XII.
ARTICLE X111. MISCELLANEOUS.
Section 13.01. Notices.
All notices; certificates or other communications hereunder shall be sufficiently given and shall be deemed given
when hand delivered or five days after mailed by registered or certified mail, postage prepaid, to the Borrower at the
address specified on the cover hereof and to the other parties at the following addresses:
(1) Board: Montana Board of Investments
Attn: Bond Program Office
P.O. Box 200126
Helena, Montana 59620-0126
(2) Trustee: U.S. Bank Trust National Association MT
Corporate Trust Department WWH1022
1420 Fifth Avenue, 7 b Floor
Seattle, WA 98101
Any of the parties may, by notice in writing given to the others, designate any further or different addresses to which
subsequent notices, certifies or other communications shall be sent.
Section 13.02. BindingEffect.
ffect.
This Agreement shall inure to the benefit of and shall be binding upon the Board, the Borrower and their
respective successors and assigns.
Section 13.03. Severability.
In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof
Section 13.04. Amendments, Changes and Modifications.
This Agreement may not be amended by the Board and the Borrower unless such amendment shall have been
consented to in writing by the Trustee.
Section 13.05. Execution in Counte arts.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
13
Section 13.06. Applicable Act.
This Agreement shall be governed by and construed in accordance with the laws of the State.
0.. LiUil 1 J.V I . �.tJ11JGl.[L.] allil n .i [J1 V Yalil.
Whenever the written consent or approval of the Board shall be required under the provisions of this Agreement,
such consent or approval may be given by the Executive Director of the Board, unless otherwise provided by law or by
rules, regulations or resolutions of the Board or unless delegated to the Trustee.
Section 13.08. lndeMEity.
The Borrower agrees to indemnify and hold harmless the Board and the Trustee, their respective officers,
employees and agents, from and against any and all losses, claims, damages, liability or expenses, of every conceivable
kind, character and nature whatsoever, including, but not limited to, losses, claims, damages, liabilities or expenses
(including reasonable fees for attorneys, accountants, consultants and other experts) (collectively referred to hereinafter in
this Section 13.08 as "Damages") as follows:
(a) For all Damages arising out of, resulting from or in any way connected with the Loan or this
Agreement, without limitation; and
(b) For 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 Agreement of any other Borrower.
Section 13.09. Waiver of Personal Liability.
A1.0 -.�.-�..�..-.ber, offinar agent Or. �.+—ployee —f*tl,- �I].�, A �.1,a11 &,e :.-�rT:sn.7....II. �..-.�.o.-��.....T7.. 1:.�L.7o f''-- tl,...y ...,.,1.:....,_ ..0
x�v aAaa.xiicsa.x, vii......, ...5..,.s� .+ "" u� ua Fik. ullatly IIQUL� tvl Llli, li*taTuIA6 va.
the Loan or be subject to any personal liability or accountability by reason hereof; but nothing herein contained shall
relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this
Agreement.
Section 13.10. Captions.
The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Agreement.
14
IN WITNESS WHEREOF, the Board has executed this Agreement by its duly authorized officers and
the Borrower has caused this Agreement to be executed in its name by its duly authorized officers. All of the above
occurred as of the date first above written.
WITNESS OR ATTEST:
By Theresa White
Its City Clerk
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
By Louise Welsh
Its Bond Program Officer
CITY OF KALISPELL
By James Patrick
Its City Manaaer
15