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02. Resolution 5050 - BOI Loan Agreement Authorization - Wells Fargo Bank BuildingCity of Kalispell bal es A. Harball office of City attorney City Attomey 312First Avenue East P.O. Box 17 Kalispell, MT 59903-1997 . MEMORANDUM o; Mayor Pamela B. Kennedy and Kalispell City Council FROM: Charles Harball, City Attorney James I . Patrick., City Manager Tel 4,7 ,77 Fax 4.7.777 charball@kalispell.com SUBJECT: Resolution No. 5050 — Board of Investments Loam. Agreement for the Purchase of the Wells Fargo Facility MEETING DATE: Tuesday, September 6, 2005 — Regular Meeting BACKGROUND: The City entered into a buy -sell agreement with Wells Fargo for the purchase of its facilities at 201 First Avenue .fast, Kalispell. The City has been fortunate to receive the approval of the Montana Board of Investment to finance this purchase on a ten year loan commitment. In order to be eligible to receive this loan the City was able to show the Board that it had the necessary cash flows and met all of the necessary statutory financial requirements. With this loan agreement, the City is receiving more favorable terms than it would receive in the commercial market. RECOMMENDATION: That the City Council consider and approve Resolution No. So o accepting the loan agreement with the Montana Board of Investments for the purpose of purchasing the Wells Fargo facility at 201 First Avenue East., Kalispell. FISCAL EFFECTS The City will be spending g very little more for the purchase of and investment into the Wells Fargo facility than It now spends leasing space and will have considerably more space available to meet its space reeds into the future. Respectfully submitted, } Charles Harba , City Attorney i4ries H. Patrick, City Manager RESOLUTION No. 5050 RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS of THE STATE OF MONTANA ANNUALADJUSTABLE 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 3E IT RESOLVED BY THE CITY COUNCIL KALISPELL (the Borrower) AS FOLLOWS: ARTICLE (the Governing Body) OF THE CITY OF 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. Aid stec Interest Rater ears the rate o 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 Goveming Body and set forth in the application. Board shall mean the Board of Investments of the Mate of Montana, a public body corporate organized and existing under the laws of the State and its suece sors and assigns. Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, IMCA, as amended. Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Program, Borrower shall mean the Borrower above marred. Indenture shall mean that certain Indenture of Trust dated March I , 1991 by and between the Board and the Trustee pursuant to which. the Bonds are to be issued and all sqpplemental indentures thereto. Loan means the loam of money by the Board to the Borrower wer under the terms of the Loan Agreement pursuant to the .Act and the Borrower .Act and evidenced by the Note. Loan Ageement means the Doan. Agreement between. the Borrower and the Board, including any amendment thereof or supplernent thereto entered into in accordance with the provisions thereof and hereof. Loan AoLeement Resolution means this Resolution or such other forrn of resolution that the Board may approve and all amendments ner t and supplements thereto, Loan Dater ears the date of closing a Loan. Loan Rate means the rate of interest on the Loam which is initially 3 . % per annum through February 15, 2006 and thereafter a rate equal to the .Adjusted Interest Date on the Bonds and up to 1.5% per amum as necessary to pay Program. Expenses. RESOLUTION - Note means the promissory note to be executed by the Borrower pursuant to the Loan Agreement, ent, in accordance with the provisions hereof and thereof, in substantially the form set forth in the Promissory Note, or in such `onn that may be approved by the Board. Pro am shall mean the INTERCAP Program o the Board pursuant to which the Board will issue and sell Bonds and use the proceeds to make loans to participating Eligible Dover r ent Units. pro i ect shall mean those items of equipment, personal or real property improvements to be acquired, insta ec , financed or refinanced under the Program as set forth in the Description of the Project/Summary of Drags. Trustee shall mean U.S. Bank Trust National Association M'I' (formerly known as First Trust Company of Montana National Association) and its successors. Section 1.02....ty. The Borrower is authorized to undertake the Project and is further authorized by the Borrower Act to enter into the LoanAgreement for the purpose of obtaining loan to finance or refinance the acquisition and installation costs of the .project. Section 1.o . Execution ofPursuant 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 Puna held by the Trustee. The Board has, pursuant to the Term Sheet; agreed to rake a Loan to the Borrower in the principal amount o , 00,000.00 and upon, the Further terms and conditions set. Forth herein, and as set forth in the Term Sheet and the Loan Agreement. ARTICLE 11 THE LOAN AGREEMENT Section 2.01. Terms. a The Loan Agreement shall be dated as of the Loan Date, in the principal amount o $ , 100,000.00 and shall constitute a valid and legally binding obligation of the Borrower. ver. 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 ..5% per annum as necessary to pay the cost of administering the Program (the Proaam 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 may be prepaid in whole or in part provided that the Borrower has given Britten 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 nt shalt 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 can and with respect to its Loan Agreement and Note for the subsequent August 15 and February 15 payments, and prepare and wait by first class mail a statement therefor to the Borrower. RESOLUTION 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 ent of the Loan shall be made to the Board. Prior to the closing of the Loan and the first disbursement, ent, 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 2.0. 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 nights to receive and collect all such taxes and revenues to insure the prompt payment of the Borrower obligations hereunder. Section 2.04. Representation The Borrower recognizes and acknowledges that the amount of taxes it may levy is limited by the state pursuant to Section t -10- o2, 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. 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 terra of the Loan an amount sufficient cient to pay the phincipal 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 here -Linder when due. ARTICLE III CERTIFICATIONS, EXECUTION AND DEUVERY Section 3. o 1. Authentication of Transc: t. 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, 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 attomey to the Borrower is hereby authorized and directed to deliver to the Board at the time of Closing oft .e Loan his or her opinion regarding the Loan, the Loan Agreement, the Note and this Resolution tion in substantially the form of the opinion set forth in the A.ttomey's Opinion, Section 3.03. Execution. The Loan Agreement, Note, and any other document required to close the Loan shall be executed in the Warne of the Borrower and shall be executed on behalfofthe Borrower by the signatures of the Authorized Representatives of the Borrower. RESOLUTION - 4 PASSED AND APPROVED by the ................ _5.boo . By Its Mayor or Attest: m Its Cfty Clerk this day o RESOLD I - Loan LOAN AGREEMENT between BOA OF INVESTMENTS OF THE STATE OF MONTA NA. and CITY OF KALISPELL as Borrower ,SATE OF AGREEMENT: : September 16, 2005 LOAN AMOUNT: ONE MILLION ONE HUNDRED THOUSAND DOLLARS $ 1,100,000.00) ADDRESS OF BORROWER. City of Kalispell P.O. Box 1997 Kalispell, MT 59903-1997 CONTACT PERSON OF BORROWER. - NAME TITLE TON. FACSIMILE Amy Robertson Finance Director (406) 758-7755 (406) 758-7758 STATUTORY AUTHORITY FOR BORROWING: 01, - -420 - -430 M.C.A. TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND RULES OF INTERPRETATION. ... ...... ..................... * i................................ ... SECTION1.01. DEFINITIONS. r....a.a+a+a+aa......................ii+M................ aiia..................... +-r............... .......,..+.+.....a ..................a .... SECTION 1.02. RuLEs OINTERPRETATION, T P E`I' TIO,......,++++................... ................... n.................................. it..................................r 5 L+#... S 'i LT ATTACHMENTS .V ....................... aaa..aaa. ..... 4,.+1+a.a.aaaa• .......+. F.a faaa.. ............,.t,it3 .+a+a r. t...........• ...,n..t......nrr.fr4n.. ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER, a.#a+..................... SECTioN 2,01. REPRESENTATIONS AND WARRA`I`IES.....xx_.aaaaa...............F........................+.+..++..........................+i.i+._......n.....-.. SECTION 2.02. PARTICULAR COVENANTS OF BORROWER ............. . .a..........,.........,._.......................,....+..............................a..' ARTICLEIII . LOAN T BORROWER . .............. 4 .. * 0 0 V ............... , } * * * 4 ..... ... ... x . i t . Y - * w * * w 4 a rt t + i s ....... ..... # - 4 4 w * .. .. ... 4 * * * * w # 1 k + # ARTICLEIV. LOAN PROVISIONS......t.....t...#.+#......t..t... ..t................#+..a.................##.+.#++rt........t...t..tt........ SECTION 4.01. COMMENCEMENT OF A,\, AGREEMENT ............... .................... n n ....................... , .... n.................................. SECTION 4.02. TERMFNATION OF AA REEMEN'*Fxr .............r...+i+.aaaa...........ttt..++i....a.a...................,_.aaa...t.................................... SECTION4.03.`FERN OF LOAN AGREEMENT T.................aaa.......,,,.,+.+.a...t.................a.a.aa.aaaa.............,,.xr...+.........................—.a.. SEc-r[ON 4.04. LOAN CLOSING SUBMISSIONS ..................... ................... ......+.++a..................... ,.,..x_r+aa....................................... SECTION 4.05. INITIAL AND SUBSEQUENT D Aws I* LOAN ............. ..........................r............................+.+ai++...+i+.....r,...F.... ARTICLE V. LOAN REPAYMENTS AND NOTE....,..+FY..............++#.+F.4..............x..,....##a+................................ t. E TI , _ PAYMENTOFLU AI REPAYMENTS _..aaaaaa.....,......a_..aa.a................+...a..a.......................aa..a.aa................................ SECTION 5.02. DELINQUENT LOAM PAYMENTS ................+.................,....+....................,.....n+.......a........................................— SECTIONate. TIE NOTE............. _.r.a...................... .................... nr.,...aa..........,.......... .__.................,..................a...,..._.,._____ ARTICLE1. TERM ih#a4Y............• ...............#a. .ta......tw+F4i............f x..ft#4#wfaa..............s...t}F+F##........►a................ as 9 ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL......... .................. ................................... 9 SECTION 7 -0 1. OBLIGATIONS or- BORROWER................r r ................, ....................rnn..... _.......................nrnr nn..................._. ARTICLE VIII+ FINANCIAL COVENANTS (GENERAL FUND) ..a+...#++.M+Y.................... ........ k.................. 10 SECTION 8.0 1. RuRESENTATION REGARDING THE PROPERTY TAx LII IITAT.I I A .. _ ........................ . . .. .. .... a. a ................... ,10 SECTION 8.02. LEVY AND APPROPRLATE FUNDS To REPAY'' LOAN ........................................... r . __..............., ..................... 10 SECTION 8.03. R P R'rS AND OPINION; INSPECTIONS. r. a .............n ... a.a.a........r.,....,.,._,..a..........................--......................10 ARTICLE IX. DISCLAIMER A..IMER OF WARRANTIES ... ..................+....t.a.....k...........i4..a..#...a .....................x......... I ARTICLE X. OPTION TO PREPAY LOAN ............. .i.................. +++#a..........,...t.......,#i+a..aaa..............+# k. A.#..... t,+. t... I ARTICLE.XTa ASSIGNMENT. .......... .+.#++.rtaa..a..a........40*............. x.+.i++t..a/...................... 44a# ....................,.........,....... I S ECTION 11. 0 1 a ,A.S IGNME T Bir BOARD r TRUSTEE ... .... . ............. . ...... . ...... a ................., .. .... I ............. .................... � SECTION 11. .. ASSIGNMENT By BORROWER . .............. ....a.....a.........r..----aaaaa....................__a..............r....................r _ ..._ ARTICLE III. EVENTS OF DEFAULT AND REMEDIES... ......................... #..+..aa........4....... #.+.a...rt.................... � SECTION 12.01. EVENTS OF EI7Aui..i'. EFTA-D......t.:nnnnnna.r...y,..—.nn.rrx..rr...........t.....-- .f ...,.......r.....f.................+......r.- � 1 SECTION 12.02. Noi'I E of DEFAULT..........................................n........ ..a.......... ............... ........ ............... ....a ........._..._...._.1 SECTION 12.03. REMEDIES ON DEFAULT----. ,. — nn.................. . ......a 44 .................. ..................., ....... .............................. 12 SECTION 12.04. A", T RNF-ys FEES AND OTHER ExPEN E S..,... aaaaa.................. a+a.a....t.................xr.aa.ttta.............................. 12 SECTION 12.05. APPLICATION MONEYS. - , .............. 444— ......................... .......... -4-4 .......... ......................................1 SECTION 12.06, No REMEDY EXCLUSIVE, WAIVER AND NOTICE...i.......................... ii+aa,.aa....t...............................................1 ARTICLEX . MISCELLANEOUS . .....................#....................#.r.......................#............................................... 3 SECTION13.01 . NOTICES .............. +..++a+a+a.a................ ..aaaa.............,k.aaaaaaa................+.............. ................................. 13 SECTION13.02. BINDING EFFECT ..................................... .................... ............................... .a.....,.......................................... 13 SECTION131.03. S Y E A I Ta....................,..,ii... +...................... -..i.... ..... +.............................. ............ ir 3 SECTION 13.04. AmENDMEI T , CHANGES AND MODIFICATIONS, . . ............. ....... .00.0 ................ ........... —*..*.*..3 SECTION, 13. . EXECUTION IN COUNTERPARTS PAI TS............... i,.iai+.+................r.tr#.#+#.................... xx............ ;................................13 SECTION13.06, APPLICABLE T......................................................,,.,r+r.......................i+++.................................................. 13 3 SECTION 3 a . CONSENTS AND APPROVALS .................................. ,.........................a+aa+.........++..+�.++.. .....rx.#.#...h.i,. x.,..+.++... . SECTION13.08. INDEMNITY a ...................... i. r# t#.................................................. r x,## a#................... , t t, r t r i i r! i r t i t # r a 4 h 4 4+++ i Y # a. a .. a. 4,14 SECTION 1.3.09. WAfVER OF PERSONAL LIABILITY ................. #..rt+..a..............+i+ix....................+,i++x.yM....................................... 1 SECTION13.10, CAPTIONS.......i+++ix........................i..+.+++++.........................+.....................+..+................................................1 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; WHEREAS, pursuant to Section -15-1 o , Montana Code Annotated and Title 1 , Chapter 5, Part I , Montana Code Annotated (the "Act") and in accordance with. the Indenture of Trust, dated as of March 1, 199 1, between the Board and U.S. Bark Trust National Association. M (formerly known as First Trust Company of Montana National Association) (the "Trustee"), has established its UNTERCAP Revolving Program pursuant to which the Board will issue, from time to time., its Annual Adjustable Date 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, S, 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 Proj ect Summary of Disbursements attached hereto and the cover hereof, and the Borrower has agreed to borrow such amount from the Board, subject to the terns and conditions of and for the poses set forth in this Agreement; and WHEREAS, the Borrower is authorized under the laws of the State of Montana, and has taken all necessary action, to enter into this Agreement for the Project as identified in the DescTiption of the Pro ect Summ' ary of Disbursements attached hereto. NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: Section 1.01. Definitions The following tears will have the meanings indicated below for all purposes of this Agreement unless the context clearly requires other -wise. Capitalized terns 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. justed Interest Rate" shall mean the interest rate on the Loan determined and established pursuant to the Promissory Note hereto and the Loan Agreement or fond Resolution. "Ad' ustment ate" 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 shoving the principal amount advanced, the amortization of the principal, and the interest and principal payments due to the Subsequent Interest Adjustment .stment Date. "Authorized Re -presentative " shad mean the officers of the Borrower designated by the Goveming Body and set forth in. the Application and signed on behalf of the Borrower by a duly authorized official. "Board" means the Board of nvestme .ts of the State of Montana, a public body corporate organized and existing under the laws of the State and its successors and assigns. s. "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 Govemmea t 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 " means the section of Montana Code Annotated indicated on the cover hereto, that a thor'zes an Eligible Gover .ment Limit 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 hoard of an Agreement and Note, In substantially the form provided, or such other form o Resolution that the Board may approve and all amendments and supplements thereto. " orrrr .encement Date, means the date of the Agreement as set forth on the cover hereof when the terra of this Agreement begins and the obligation of the Borrower to rake Loan Repayments begins to accrue, "Counsel" means ns an attorney or firm of attomeys duly admitted to practice later before the highest court of any state. "Default" means are 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. 'tali lble Govemment Unit " shall mean any muni ci al corporation or pol al cal subdivision of the state, including without limitation any city, tovv, 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 hoard of regents of the Montana university system when authorized by law to borrow money. "Event Default" means any occurrence or event descr'bed in Article X hereof. "Fiscal Year" means the fiscal year of the Borrower beginning on July I and ending June 30. "Goveming Bod " shall mean i with respect to a county, the Board of County Commisslo ers, 11 with respect to a city, the City Council or Corrunission, and i i with respect to a school district, county water or sever district, hospital dlstr ict, moral 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 .hoard and the Trustee, stee, as or'g nally executed or as it may from time to time be supplemented, modified or amended in accordance with its terms. � tial �e " meax s the first 'ebr a.ry l ollo ing the date of the Agreement. "Initial Interest ate" 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 ent pursuant to the Act and the Borrower Act, evidenced by the Note. "L#oar Aeer. ent" or "Agreement" means this Agreement, including, the attachments ents hereto, if any, a originally executed or as they may from time to time be supplemented, modified or amended i accordance with the ten-ns 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, "LoanR y e" means February i th and August 15th or, if any such day is not a Business Tray, the next Business Day thereafter, during the tern of the Loan. Agreement. "Loan Rg ay. " means the payments payable by the Borrower pursuant to Article v of this "Loan Tenn" 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 i % per annum. "Note" means the promissory note executed and delivered by the Borrower attached hereto and made a part hereof. "Pro am" means the Board's INTL CAP Program established under the Act and pursuant to whichthe Board finances Projects for Eligible Govem ent Units. ro rar n r� means the expenses of the Program, including tot limitation tie 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 ,hoard. "Project" means hose 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 o Disbursements attached hereto. faro' ectCosts" shall mean the portion of t.e costs of the Total Prof ect to be financed by the INT CA-P Loan. The Project Costs may not exceed the Loan Amount as set forth on the cover hereof. "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 Ad .stment Date or SubsSubse cent Ad str ent 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. "Ierm Sheet Issuance ate" means the date the Board executes its Term Sheet under the Board's Program. "Total oiect" shall mean the project as described ire Section 14 of the Term Sheet and/or Section 2 o the application, of which some or all is to be financed by the WTERCAP Loan. 4 "Total "shall mean the entire cost of acqu ining, coMpleting or constructing the r j ect as further described in Section 14 of the Terms & Conditions Sheet and/or Section 2 of the application. "Trustee" means the U.St Bank Trust National Association. SIT (formerly know. as First Trust Company of Montana 'National Association), a corporation organized and existing under the laws of the United States, or its successor as tr stee 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 he 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 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 shalt have the meanings therein prescribed for then. 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 shah 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). .ARTICLE 11. REPRESENTATION ER. Section 2.01. Re -presentations and Warranties, Borrower represents and warrants for the benefit of the Board, the Trustee and the Bondholders as follows: (a) Organization and Authority. The Borrower: 5 { 1 } is a political subdivision of the State of Montana; and (2) has complied with all public bidding and ether State and Federal laws applicable to this Agreement and the acquisition or installation of the Project. 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 oterMse 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) 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 govemmental authority or arbitration board or tribunal that, if adversely determined, would materially adversely affect the properties, activities, prospects or condition (financial or othervise) of the Borrower, or the ability of the Borrower to make all Loan Repayments ents and otherwise perform its obligations under this Agreement, and the Note, and that have not been disclosed in writing to the .hoard. Borrowing Legal and Authorized. The transaction provided for In this Agreement, and the Note: are within the powers of the Borrower and have been duly a t .ori ed by all necessary action on the part of the Borrower, including the adoption of a resolution substantially In the fora provided hereto with such modification as may be provided by the Board; and 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 hound, nor will such action result In any violation of the provisions of any state laws, or ordinances or resolutions of theBorrower; 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 Evert 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 my agreement, statute, ordinance, resolution, bylaw or other instrument to which It is a party or by which it or its property may be bound. Use of Proceeds. The Borrower will apply the proceeds of the I,oan solely to finance the Project Costs des rl ed in the Description of the Project/Sununary 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 fot proceeds to reimburse the Borrower for previously paid expenditures, which are deemed allocated or the date advanced. W Completion of the Total Pra'eet• Pa eni of Tata1 Pro'ect 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 aft e Total Project in excess of the Loan Amount as set Earth on the cover hereof. z Section 2.02. Particular Covenants of Borrower. a �r �� lea ette �� aor Laws,Environmental Re —view, and OtheLLegal Requirements. The Borrower has complied with all statutory requirements, includffig competitive bidding and labor requirements, ents, .public hear i .g, and environmental review, applicable to the acquisition and construction of the Project. 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 govemrnental entities such as the Borrower. c) Financial s and . 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. Lam. The Borrower shall not create, incur or suffer to exist any lies., charge or encumbrance on the property constituting the Project prior to the security interest granted hereunder other than 1 any security interest or lien pursuant to a loan agreement, .mortgage, deed of trust, indenture or sirrlar financing agreement o 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 meting by the Board, ii , any security interest, mortgage or deed or trust permitted in writing by the Trustee, or Iii any security interest or lien imposed or arising by statute or operation of later. e eases. The Borrower will, at the request ofthe Board, pay all expenses relating to the Loan, the Note, and the Security Instrument and this Agreement, including but not limited to. ARTICLE 1. 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. o 1. Commencement of Loan A eeme t This Agreement shall commence on the date hereof unless otherwise provided in this Agreetne .t. Section 4.02. Termination of Aacement, This Agreement wi I I terminate upon payment in fuel of al I 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 or this Agreement shall remain in full force and effect. Section 4.03. Term or Loan AQreement. 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 Terra Sheet Issuance Date, the Board may refuse to rake a loan advance ifthe Board determines that there has been a material adverse change in the circumstances of the Borrower. Section 4.04. Loan. C osin 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 i, 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; An opinion of the Borrower's counsel in form and substance substantially ly identical to the Attomey's Opinion hereto; provided, however, that the Board may permit variances in such opinion from the form or substance of such Artomey'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 fe Trustee; e A. bill, or bills of sale, construction contract or contracts, invoice or invoices, purchase order or purchase orders or other ev-.deuce 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. refinariced, the canceled rote or other financing document or other evidence satisfactory to the Board of such refinancing; (d) 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 te Agreement, ent, complete with all attachments as listed in Section 4.04 including the Note and the Agreement ent eso do . and other docents the Board requires. For subsequent drags, if applicable, the Borrower shall deliver to the Board, are executed copy of a Disbursement Request and any other documents the Board requires. ARTICLE V. LOAN REPAYMENTS AND NOTE,_ Section 5.01.,pa ert' Lean �e emits (a) The Loan Repayment Dates shall he on February 15 and August 15 of each year with the first Loan Repayment Date determined as follows: First Loan payment Date of Draw Re p me t Date Conslsti of: February 15 through Ap l 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 drag August 15 through October 18 February 15 Pn'ncipal and Interest October 19 through December 17 February 15 Interest only December 18 through February 14 August 15 Pn'ncipal and .Interest from date of draw 8 (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 an 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 Loam Rate. c The Loan Rate shall Qqual the interest rate on the Board's bonds, as determined pursuant to Section 3=0of the Indenture, plus up to 1 1 % per a num 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 e eee 1 % 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. e n ucr I oa Pa er . From and after any LoanRepayment Date, until prepaid, 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 tenn over which the Loam. Repayment is delinquent. Section .o . The Note. On the date of i is Agreement, the Borrower shall execute the attached Note. The obligations of the Borrower ender the Note shall be deemed to be amounts payable under Section 5.01. Each payment made to the Trustee pursuant to the Noe 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 V . FERN. The term of the Loan rvi11 he a maximum of ten (1 U) years and the specific term for each loan draw will be set forth in the Borrower's Draw Certificate. ARTICLE VI.. OBLIGATIONS of BORROWER UNCONDITIONAL Section 7.01. ObIuZions 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 ent 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 FUNDZ Section 8.0 Act, The Borrower recognizes and acknowledges that the amount oftaxes it may levy is limited by the state pursuant to Section - o- o, 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. Lew and ro riate Funds to Repav 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 appropniate 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. The Borrower agrees to not incur additional debt Pledging Building Fund revenues without the Board" s Witten permission. Section 8.03. Re orts and Opinion, Iris ections. a The Borrower sail deliver to the Board by no later than August 15 of each year during the terra o this Agreement, a certificate -in substantially the form attached hereto that the Governing Body of the Borrower has budgeted and appropriated for the they. current Fiscal Year an amount t sufficient to make the Loan Repayments due in that Fiscal Year, as required in Article VIIII-hereof b The Borrower agrees to permit the Board and the Trustee to examine, visit and inspect, at any reasonable time,, the property constituting g the Project, and the Borrower's facilities, and any accounts, books and records., including its receipts, disbursements, contracts, investments and any other ratters 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 WARRA NTIE.S. TAIL B Y RD 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 evert 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{ famishing{ functioning or Borrower's use of the Project or any item or products or services Provided for it this Agreement. ARTICLE X. OPTION To PREPAY LOAN. N. 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 reamorti ed by ratably reducing the principal portion of each remaining Loan Repayment. 10 ARTICLE X1. ASSIGNMENT. '. Section 11.0 1. A.ssi meat 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 in ermification pursuant to Section 13.08 hereof) and the Note have been assigned to the Trustee, as security for the Bonds, under and as provided in the Indenture, and that i any Evert 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 servicer entitled to act hereunder in the place and stead of the Board. This Agreement and the Note including (without limitation the right to receive payments required to be made by the Borrower hereunder and to compel or othenvise enforce erfonna .ce by the Borrower of its other obi ations hereunder, may be farther assigned and reassigned in whole or in part to one or 'more assignees or s bas ignees by the Trustee at any time subsequent to their execution without the necessity of obtaining the consent of te Borrower. Forthwith upon any such assignment the Trustee shall notify the Borrower thereof. (6) The Borrower acknowledges that payment of the Bonds does not constitute payment of the amounts due under this Agreement. Section 11.02. Assignment by Borrower. This Agreement may not be assigned or encumbered y the Borrower for any reason without the express Witten consent of the Trustee and the Board* ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES. Section 12.0 1. Events of Default Defined. I are of the following everts occur, A is hereby defined as and declared to be and to constitute a "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 cantinuation Qf such failure for a period of three (3) days after telephonic or telegraphic notice by the Trustee that such payment has not been received; N Failure by the Borrower to observe and perfonn any covenant, condition or agreement on its part to be observed or performed under this Agreement, other than as referred to in Section 12.0 a for a period o thirty 0 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 rot unreasonably withhold their consent to are extension of such time if corrective action is instituted bY the Borrower within the applicable period and diligently pursued until the Default is corrected; c Any warranty, representation or other statement by or on behalf of the Borrower contained in this Agreement t or in any instrument fumished 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 fifes 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 ation law of any jurisdiction, iction, whether now or hereafter in effect, or consents to the filing of any petition against it under such lave; II (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. 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 I2.01(d) is filed by the Borrower or of the occurrence of any other event or condition which constitutes a Default or an went of Default immediately upon becoming aware of the existence thereof. Section 12.03. Remedies on Default. If are Event of Default referred to in Section 12.01 (d) shall have occurred, the Trustee shall declare the Loan and all other amounts nts 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 them due and thereafter to become due hereunder or to enforce any other of its or the Board's rights here .der, including without limitation, the appointment of a receiver as provided in the Act. Section 12.04.Awttorre ices and other eases. The Borrower shall on demand pay to the Board o the Trustee the reasonable fees and expenses of attomeys 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 .A.ttomey 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 Evert of Default. Section 12.Q5. A lication of Mone S. Any moneys collected by the Board or the Trustee pursuant to Section. 12.03 hereof shall be applied a first, to pay any attorr y's fees or other fees and expenses owed by Borrower pursuant to Section 12.04 hereof; (b) second, to pay interest due on the Loam; 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 (ire the same order, as to amounts nts whieh core due simultaneously, as in a through. d In this Section 12.05). Section 12.0. No Remqdy 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 nght, 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 Tirustee to exercise any remedy reserved to It in this Article X11, it shall not be necessary to give any notice, other than such notice as may be required in this Article X . . 12 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 railed 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 Board: Montana Board of Investments Attn: Bond Program. Office P.O. Box 2002 Helena, Montana59620-0126 2 Trustee: U.S. Bark Frost National .Association MT Corporate Trust Department WWH 1022 1420 Fifth Avenue, 7hFloor Seattle, WA. 98 10 Any of the parties may, by -notice in Ming given to the others, designate any further or different addresses to which subsequent notices, certifies or other communications s shall be seat. Section 13.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Board, the Borrower and their respective successors and assigns. Section 13.03. Severail]t. In the evert any provision of this Agreement shall be held invall 1 d or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or reader unenforceable any other provisloTi hereof. Section 13.04. A.r endments f an e anc� �od� cat o s. This Agreement may not be amended by the Board and the Borrower unless such amendment shall bare been consented to in Ming by the Trustee. Section 13.05. Execution. in Counte arts, This Agreement maybe simultaneously executed in several counterparts, each of which shall be an oniginal and all of which shall constitute but orie and the same instrument. Section 13.06. Applicable Act. This Agreement ent shall be governed by and construed in accordance with the laws of the Mate. Section 13.07. Consents androva s. Wherever the Witten consent or approval oft e Board shall be required under the provisions oft is Agreement, such consent or approval may be given by the Executive Director or Boni. Program Officer of the Board, unless otherwise provided by law or by rules, regulations or resolutions oft .e Board or unless delegated to the Trustee. 13 Section 13. o. Inderr i. The Borrower agrees to indemnify and hold harmless the Board and the Trustee, their respective o ` leers, 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 lir ited to, losses, claims, damages, liabilities or expenses (including reasonable Fees for attomeys, accountants, consultants and other experts) (collectively referred to hereinafter in this Section .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 N 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 Liah��it , No member, officer, agent or employee of the Board shall he individually or personally liable for the making o the Loan or he 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..0. Ca Lions. 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. N WITNESS WHEREOF., the Board has executed this Agreement by As duly authorized officers and the Borrower has caused this Agreement to be executed in its name by its d ly authorized officers. All of the above occurred as of the date first above written, WITNESS OR ATTEST: By Theresa White Its ON Clerk BOARD of INVESTMENTS of THE STATE OF MON ANA By Louise Welsh Its :Bond Progam Officer CITY OF KALISPELL By James Patrick Its —City hjaqa er 14