F1. Resolution 5750 - Immanuel Lutheran Revenue BondsCity of Kalispell
Charles A. Harball Office of City Attorney
City Attorney 201 First Avenue East
P.O. Box 1997
Kalispell, MT 59903-1997
MEMORANDUM
TO: Doug Russell, City Manager \2
FROM: Charles Harball, City Attorney
Tel 406.758.7709
Fax 406.758.7771
charball@kalispell.com
SUBJECT: Resolution No. 5750 — Resolution of Issuance of Revenue Bonds
for Immanuel Lutheran Corporation
MEETING DATE: January 19, 2016 — Regular Council Meeting
BACKGROUND: The Immanuel Lutheran Corporation of Kalispell has requested the
assistance from the City of Kalispell that it provide its statutory bond issuance capacity
to issue a conduit bond package in the sum of up to $35,000,000 for the purposes of
refinancing the existing debt for which the City issued a conduit bond and to borrow
additional funds for further capital improvements to its health care campus on Buffalo
Hill in Kalispell.
As with the existing bond, this proposed issuance would be a conduit bond that would not
be a general or moral obligation of the City and the full faith and credit and taxing power
of the City will not be pledged to the payment of the debt. A private bank will provide
the funds and the general administration of the financing will occur between the bank, a
trustee and Immanuel Lutheran Corporation, the borrower.
A duly noticed public hearing will be held during the meeting prior to this issue coming
before council so that the public and any other interested parties may give comment and
provide evidence to the Council.
Bond counsel has provided a more extensive memorandum which is attached to this
agenda item as amplification of the issues and further explains any restrictions this
issuance may cause the City in borrowing for the calendar year 2016.
RECOMMENDATION: It is recommended that the Council consider and pass the
offered resolution to issue the bonds to provide the financing for this project.
ALTERNATIVES: Upon consideration of the proposal the Council may reject the
resolution.
Memorandum
To: Doug Russell, City Manager
Charlie Hardball, City Attorney
City of Kalispell, Montana
From: Ben Johnson, Barnes & Thornburg LLP
Date: December 2, 2015
Re: Issuance of $35,000,000 City of Kalispell, Montana Housing and Healthcare Facilities
Revenue Refunding Bonds (Immanuel Lutheran Corporation Project) Series 2016A and
Housing and Healthcare Facilities Revenue Bonds (Immanuel Lutheran Corporation
Project) Series 2016B
You have requested a memorandum describing and explaining the proposed issuance of bonds
requested by the Immanuel Lutheran Corporation of Kalispell, Montana, a Montana nonprofit corporation
(the `Borrower") and Compass Bank d/b/a BBVA Compass or an affiliate (the "Lender") with respect to
the $35,000,000 Housing and Healthcare Facilities Revenue Refunding Bonds (Immanuel Lutheran
Corporation Project) Series 2016A (the "Series 2016A Bonds") and the Housing and Healthcare Facilities
Revenue Bonds (Immanuel Lutheran Corporation Project) Series 2016B (the "Series 2016B Bonds," and
together with the Series 2016A Bonds, the "Series 2016 Bonds"), proposed to be issued by the City of
Kalispell, Montana (the "City"). This memorandum (the "Memo") will describe the proposed issuance of
the Series 2016 Bonds (the "Transaction") and the City's role in the proposed Transaction and certain
legal considerations for the City with respect to the proposed Transaction.
Background. The information under this section on the Memo is to provide background relating to the
issuance of the Series 2016 Bond for the City Council and City staff.
On December 3, 2010, the City issued its Housing and Healthcare Facilities Revenue Bonds
(Immanuel Lutheran Corporation Project) Series 2010 (the "Series 2010 Bonds") and loaned the
proceeds of the Series 2010 Bonds to the Borrower under the terms of a Loan Agreement, dated as of
December 1, 2010, as amended (the "2010 Loan Agreement"), between the City and the Borrower. The
Series 2010 Bonds are special, limited obligations of the City payable solely from loan payments to be
made by the Borrower under the terms of the Loan Agreement and a Continuing Covenant Agreement,
dated as of December 1, 2010 as amended (the "2010 CCA"), between the Borrower and Wells Fargo
Bank, National Association, as purchaser of the Series 2010 Bonds (the "2010 Lender").
The Series 2010 Bonds are not a general or moral obligation of the City and the full faith and
credit and taxing power of the City are not pledged to the payment of the Series 2010 Bonds. The Series
2010 Bonds are a conduit revenue bond and the City did not have any repayment obligation with respect
to the Series 2010 Bonds.
The proceeds of the Series 2010 Bonds were used by the Borrower to (i) finance the redemption
and prepayment of various tax-exempt bonds previously issued by the City in 1997 for the benefit of the
Borrower, (ii) finance, the costs of the installation, renovation, rehabilitation, and equipping of certain
capital improvements to the 100-unit senior retirement apartment facility (the "Housing Facility") and
the 155-bed nursing home facility known as 'Immanuel Lutheran Home (the "Nursing Facility")
(collectively, the "2010 Project"); (iii) fund certain reserves and capitalized interest for the Series 2010
Bond; and (iv) pay a portion of the costs of issuance of the Series 2010 Bond.
The Series 2010 Bonds were issued by the City under the terms of (i) Montana Code Annotated,
Title 90, Chapter 5, Part 1, as amended (the "Act"), (ii) Resolution No. 5458 of the City Council adopted
on September 20, 2010 (the "2010 Resolution"); and (iii) an Indenture of Trust, dated as of December 1,
2010, as amended (the "Indenture"), between the City and Wells Fargo Bank, National Association, as
trustee (the "2010 Trustee"). On September 20, 2010, prior to adoption of the 2010 Resolution, the City
held a public hearing with respect to the 2010 Project, the use of the proceeds of the Series 2010 Bonds,
and the 2010 Bonds after notice of such public hearing was published in accordance with the provisions
of the Act and Section 147 of the Internal Revenue Code of 1986, as amended (the "Code"). The
Borrower has completed the 2010 Project.
The Transaction proposes the issuance of the Series 2016 Bonds by the City. The Borrower will
apply the proceeds derived from the Series 2016 Bonds to the following purposes: (i) the redemption
and prepayment of the Series 2010 Bonds; (ii) financing the costs of the installation, renovation,
rehabilitation, and equipping of certain capital improvements to the Housing Facility and the Nursing
Facility consisting of (a) renovation of the skilled nursing unit wing of the Nursing Facility, (b) the
construction and equipping of 36 independent senior living units to the Housing Facility, (c) the
construction and equipping of 32 short term rehab units, (d) the construction and equipping of 24
memory care units, and (e) certain predevelopment costs for future improvements for the Borrower's
campus in the City (collectively, the "2016 Project"); (iii) the funding of certain reserves and capitalized
interest for the Series 2016 Bonds; and (iv) the financing all or a portion of the costs of issuing the Series
2016 Bonds (including the City's administrative fee related to the original issuance of the Series 2016
Bonds). .
The Series 2016 Bonds are proposed to be issued by the City under the terms of (i) Montana
Code Annotated, Title 90, Chapter 5, Part 1, as amended (the "Act"), (ii) a resolution of the City Council
of the City to be adopted in January 2016 after a public hearing called under the terms of the enclosed
preliminary, conditional resolution for the Series 2016 Bonds (the "Preliminary Resolution"); and (iii) a
Bond Indenture of Trust, dated on or after February 1, 2016 (the "2016 Indenture"), between the City
and U.S. Bank National Association, as bond trustee (the "2016 Trustee"). If the City Council adopts the
enclosed preliminary resolution, the City Council will hold a public hearing with respect to the 2016
Project, the refunding of the Series 2010 Bonds, and the issuance of the Series 2016 Bonds at the City
Council meeting on January 19, 2016, after the publications required under the terms of the Act and the
Section 147 of the Code.
Like the Series 2010 Bonds, it is proposed that the proceeds of the Series 2016 Bonds would be
loaned by the City to the Borrower under the terms of a Loan Agreement, dated on or after February 1,
2016 (the "2016 Loan Agreement"), between the City and the Borrower. The Series 2016 Bonds would
be special, limited obligations of the City payable solely from loan payments to be made by the
Borrower under the terms of the 2016 Loan Agreement and a Continuing Covenant Agreement, dated on
or after February 1, 2016 (the "2016 CCA"), between the Borrower and the Lender, as purchaser of the
Series 2016 Bonds.
The Series 2016 Bonds will not be a general or moral obligation of the City and the full faith
and credit and taxing power of the City will not be pledged to the payment of the Series 2016 Bonds.
The Series 2016 Bonds will be a conduit revenue bond and the City will not have any repayment
obligation with respect to the Series 2016 Bonds.
Immanuel Lutheran Corporation Bond Memo Page 2
In order to provide for the issuance of the Series 2016 Bonds, the City, the Lender, and Trustee
will need to enter into the 2016 Indenture, the 2016 Loan Agreement, the 2016 CCA, and any other
documents and certificates as requested by Bond Counsel and the Lender.
The Borrower and the Lender are requesting that the City Council of the City adopt the
Preliminary Resolution on December 7, 2015 preliminarily approving the Transaction and authorizing
the publication of the notice of the public hearing and setting the date for such hearing. As bond counsel
to the City ("Bond Counsel"), we have prepared the Preliminary Resolution on behalf of the City and
will be acting as Bond Counsel with respect to the proposed Transaction. I also acted as bond counsel to
the City with respect to the issuance of the Series 2010 Bonds.
As Bond Counsel to the City, we will be reviewing the proposed Transaction and working with
the Borrower, Borrower's counsel, the Lender, and Lender's counsel to make sure that the Transaction is
done in a manner that maintains the tax-exempt status of the Series 2016 Bonds. We will also be drafting
the appropriate certifications of the Lender and the Borrower and also working with the Lender and the
Borrower so that the proper documentation is in place.
Legal Discussion.
The Series 2016 Bonds are proposed to be issued as tax-exempt bonds under both federal and
Montana law.
The City must approve the proposed Transaction and execute and deliver the Series 2016 Bonds
and related documents to the Lender in order to provide funds to the Borrower to finance the 2016 Project
and refinance the Series 2010 Bonds on a tax-exempt basis. Although the City is not obligated to repay
the Series 2016 Bonds, the City is required to be the technical maker of the Series 2016 Bonds since only
states or local units of government may issue tax-exempt bonds. The Borrower cannot borrow funds on a
tax-exempt basis without a bond or not being issued through a local unit of government such as the City.
If the City does not adopt the Preliminary Resolution and subsequent final resolution, then the City will
not have approved the Transaction and the Series 2010 Bonds will not be refunded and the Borrower will
not complete the financing of the 2016 Project on a tax-exempt basis.
The aggregate principal amount of the proposed Series 2016 Bonds is greater than $10,000,000.
Under the current Code, the principal amount of any issuance of tax-exempt debt by the City for the
benefit of a 501(c)(3) organization (nonprofit) such as the Borrower counts against the City's ability to
designate the City's own tax-exempt bonds in calendar year 2016 for new money projects (such as a new
road project) as "qualified tax-exempt obligations" under Section 265 of the Code. These tax-exempt
bonds are commonly referred to as "bank qualified" bonds. The principal amount of the Series 2016
Bonds counts against the City's calendar year bank qualification limit. Therefore, in the year the
Transaction is finalized, the City will not have the ability to designate the City's own new money tax-
exempt bonds as bank qualified because the principal amount of the Series 2016 Bonds is more than
$10,000,000. The City will still be able to issue certain current refunding bond issued to refinance
outstanding City issues as "bank qualified" if the City meets certain technical requirements under the
provisions of the Code.
Conclusion.
The City has favorably used its ability to designate its own tax-exempt bonds as bank qualified in
the past and local Kalispell banks have loaned funds to the City utilizing this designation. Examples of
prior City bank qualified tax-exempt borrowings include the City's (i) limited tax bond for a new fire
truck, and (ii) general obligation refunding bonds in 2013.
Immanuel Lutheran Corporation Bond Memo Page 3
The City will not be obligated to pay any City funds with respect to the Series 2016 Bonds since
the Series 2016.Bonds will be conduit revenue bonds that are special, limited obligations of the City
payable solely from the revenues of the. Borrower. The proposed Transaction and adoption of the 2016
Resolution does not change this fact and the City will not be liable with respect to the Series 2016 Bonds.
As Bond Counsel to the City, we would advise the City Council adopt the Preliminary Resolution
and call for the public hearing on January 19, 2016. The adoption of the Prleiminary Resolution is
conditional in nature and does not obligate the City to issue until after the public hearing and adoption of
a final bond resolution. The proposed Transaction does not provide for any liability of the City with
respect to the Series 2016 Bonds.
Please do not hesitate to contact me at bjohnson@btlaw.com or (612) 367-8794 if you or any
members of the City Council have any questions regarding the proposed Transaction, this Memo, or the
Series 2016 Bonds.
Immanuel Lutheran Corporation Bond Memo Page 4
CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE
I, the undersigned, being the duly qualified and acting recording officer of the City of Kalispell,
Montana (the "City"), hereby certify that the attached resolution is a true copy of a Resolution entitled:
"RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF HOUSING AND HEALTHCARE
FACILITIES REVENUE REFUNDING BONDS (IMMANUEL LUTHERAN CORPORATION
PROJECT), SERIES 2016A AND HOUSING AND HEALTHCARE FACILITIES REVENUE BONDS
(IMMANUEL LUTHERAN CORPORATION PROJECT), SERIES 2016B, IN THE TOTAL
ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $37,000,000; AND
APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF
CERTAIN DOCUMENTS RELATING TO THE REVENUE BONDS" (the "Resolution'), on file in the
original records of the City in my legal custody; that the Resolution was duly adopted by the City Council
of the City at a meeting on January 19, 2016, and that the meeting was duly held by the City Council and
was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by
law; and that the Resolution has not as of the date hereof been amended or repealed.
I further certify that, upon vote being taken on the Resolution at said meeting, the following City
Council members voted in favor thereof:
voted against the same:
abstained from voting thereon:
or were absent:
WITNESS my hand officially this day of January, 2016.
Aimee Brunckhorst, CMC
City Clerk
RESOLUTION NO.5750
A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF HOUSING
AND HEALTHCARE FACILITIES REVENUE REFUNDING BONDS
(IMMANUEL LUTHERAN CORPORATION PROJECT), SERIES 2016A AND
HOUSING AND HEALTHCARE FACILITIES REVENUE BONDS (IMMANUEL
LUTHERAN CORPORATION PROJECT), SERIES 2016B, IN THE TOTAL
ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$37,000,000; AND APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS RELATING TO
THE REVENUE BONDS.
The City of Kalispell, Montana (the "City") is a City and political subdivision of the State of
Montana (the "State"). Pursuant to the Constitution and laws of the State, particularly Montana Code
Annotated, Title 90, Chapter 5, Part 1, as amended (the "Act"), the Act authorizes the City to issue
revenue bonds that are special, limited obligations of the City for the purpose of defraying the cost of
acquiring or improving any land, building, other improvement, and real or personal property considered
necessary in connection with an improvement that is suitable for: commercial, manufacturing,
agricultural, or industrial enterprises; recreation or tourist facilities; local, state, and federal governmental
facilities; multifamily housing; hospitals; long-term care facilities; community -based facilities for
individuals who are persons with developmental disabilities as defined in Montana Code Annotated Title
53, Chapter 20, Part 102, as amended; medical facilities; higher education facilities; electric energy
generation facilities; family service provider facilities; the production of energy using an alternative
renewable energy source as defined in Montana Code Annotated, Title 90, Chapter 4, Part 102, as
amended; and any combination of these projects.
The City has received a proposal from Immanuel Lutheran Corporation of Kalispell, a Montana
nonprofit corporation (the "Corporation"), that the City issue its (i) Housing and Healthcare Facilities
Revenue Refunding Bonds (Immanuel Lutheran Corporation Project), Series 2016A, and (ii) Housing and
Healthcare Facilities Revenue Bonds (Immanuel Lutheran Corporation Project), Series 2016B, in a total
aggregate principal amount not to exceed $37,000,000 (collectively, the "Bonds"). The City will loan the
proceeds of the Bonds to the Corporation in order to finance: (i) the redemption and prepayment of the
Issuer's Housing and Healthcare Facilities Revenue Bonds (Immanuel Lutheran Corporation Project),
Series 2010 (the "Prior Bonds") originally issued in the original principal amount of $14,000,000 and
currently outstanding in the principal amount of $12,355,000; (ii) the costs of the installation, renovation,
rehabilitation, and equipping of certain capital improvements to a 112-unit senior retirement apartment
facility (currently comprised of approximately 70 senior independent living units and 42 senior assisted
living units) known as Buffalo Hills Terrace (the "Housing Facility") and a 155-bed nursing home facility
known as Immanuel Lutheran Home, located at 185 Crestline Avenue in the City (the "Nursing Facility"),
consisting of (a) renovation of the skilled nursing unit wing of the Nursing Facility, (b) the construction
and equipping of 32 short term rehab units, (c) the construction and equipping of 24 memory care
residences, and (d) certain predevelopment costs for future development of the Corporation's campus in
the City, including but not limited to the construction and equipping of 36 independent senior living
apartments (collectively, the "2016 Project"); (iii) all or a portion of the costs of issuing the Bonds
(including the City's administrative fee related to the original issuance of the Bonds); and [(iv) an interest
rate swap termination payment]. The debt service on the Bonds is payable solely from revenues and
resources of the Corporation. The portion of the proceeds of the Bonds applied to the payment of costs of
issuance of the Bonds may not exceed two percent of the principal amount of the Bonds.
Pursuant to the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), the City Council (the "City Council") conducted a public hearing on the 2016 Project and the
issuance of the Bonds on the date of this resolution prior to consideration. Notice of the public hearing
(the "Public Notice"), was published by the City as required by Section 147(f) of the Code and the Act.
The Public Notice provided a general, functional description of the 2016 Project, as well as the maximum
aggregate face amount of the Bonds and the location of the 2016 Project. The Public Notice was
published in the Daily Inter Lake, a newspaper circulating generally in the City, for three consecutive
weeks before the January 19, 2016 meeting of the City Council. At the public hearing a reasonable
opportunity was provided for interested individuals to express their views, both orally and in writing, on
the 2016 Project and the proposed issuance of such revenue obligations.
It is proposed, pursuant to the Loan Agreement, dated on or after February 1, 2016 (the "Loan
Agreement"), by and between the City and the Corporation, that the City lend the proceeds derived from
the sale of the Bonds to the Corporation to finance: (i) the current refunding of the Prior Bonds; (ii) the
costs of the 2016 Project; (iii) certain costs related to the issuance of the Bonds (including the City's
administrative fee related to the original issuance of the Bonds), [and (iv) an interest rate swap
termination payment]. The loan repayments to be made by the Corporation under the Loan Agreement
are fixed so as to produce revenues sufficient to pay the principal of, premium, if any, and interest on the
Bonds when due.
As further security for the repayment of the principal and interest of the Bonds, the Corporation,
as grantor, will also execute a Combination Trust Indenture, Security Agreement and Fixture Financing
Statement, dated on or after February 1, 2016 (the "Mortgage"), for the benefit of First American Title
Company of Montana, as trustee, and U.S. Bank National Association, as master trustee and beneficiary
(the "Master Trustee"), under a Master Trust Indenture, dated on or after February 1, 2016, by and
between the Corporation, as the obligated group representative, and the Master Trustee.
BE IT RESOLVED by the City Council of the City as follows:
1. The issuance and sale of the Bonds to Compass Mortgage Corporation or its assignee (the
"Purchaser") is hereby authorized for the purposes described in the recitals of this resolution which are
hereby approved.
2. All of the provisions of the Bonds, when executed as authorized herein, shall be deemed
to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall
be in full force and effect from the date of execution and delivery thereof. The Bonds shall bear interest
at such rates, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be
subject to tender and redemption prior to maturity, shall be in such forms, and shall have such other
details and provisions as are prescribed by the Bond Indenture, dated on or after February 1, 2016 (the
"Bond Indenture") by and between the City and U.S. Bank National Association, as bond trustee (the
"Bond Trustee"), on file with the City, which form is hereby approved, with such necessary and
appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of
the Bonds, the stated maturities of the Bonds, the interest rates on the Bonds, mandatory put dates, and
the terms of redemption of the Bonds) as the Mayor of the City (the "Mayor") and the City Manager of
the City (the "City Manager") (collectively, the "City Officials"), in their discretion, shall determine.
The execution of the Bonds with the manual or facsimile signatures of the Mayor, the City
Manager, and the City Clerk and the delivery of the Bonds by the City shall be conclusive evidence of
such determination. The City hereby authorizes and directs the City Officials to execute and deliver the
Bonds to the Purchaser in accordance with their terms and the terms of this resolution and the Bond
Indenture; provided that the maturity date for the Bonds shall not be later than 40 years.
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The Bonds shall be a special, limited obligation of the City payable solely from the revenue of the
Corporation pledged therefor. The Bonds shall not constitute a debt of the City within the meaning of any
constitutional or statutory limitation nor give rise to a pecuniary liability of the City or a charge against
the City's general credit or assets and shall not constitute a charge, lien, or encumbrance, legal or
equitable, upon any property of the City other than the City's interest in the Loan Agreement. The Bonds
are not general or moral obligations of the City and are not secured by any taxing power of the City.
3. The proceeds derived from the sale of the Bonds shall be loaned by the City to the
Corporation pursuant to the Loan Agreement. The loan repayments to be made by the Corporation under
the Loan Agreement are to be fixed so as to produce revenues sufficient to pay the principal of, premium,
if any, and interest on the Bonds when due. The Bonds, the Bond Indenture and the Loan Agreement
shall be substantially in the forms on file with the City, and are hereby approved, with such necessary and
appropriate variations, omissions and insertions as do not materially change the substance thereof, or as
the City Officials, in their discretion, shall determine, and the execution and delivery thereof by the City
Officials shall be conclusive evidence of such determination. The Bond Indenture and the Loan
Agreement are directed to be executed in the name and on behalf of the City by the City Officials.
In all events, it is understood, however, that the Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the City except the City's interest in the loan or
revenue agreement with respect to the Bonds and the 2016 Project, and the Bonds, when, as, and if issued,
shall recite in substance that the Bonds, including interest thereon, are payable solely from the revenues
received from the 2016 Project, the property pledged to the payment thereof and other sources of security
for the Bonds, and shall not constitute a pecuniary liability of, or a general or moral obligation of the City,
within the meaning of any constitutional or statutory limitation. The full faith, credit and taxing power of
the City are not pledged to the payment of the Bonds.
4. The City Officials and other officers of the City are authorized and directed to prepare
and furnish to the Purchaser and to Barnes & Thornburg LLP, bond counsel to the City ("Bond Counsel")
certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits
and certificates as may be required to show the facts relating to the legality of the Bonds as such facts
appear from the books and records in the officers' custody and control or as otherwise known to them;
and all such certified copies, certificates and affidavits, including any heretofore furnished, shall
constitute representations of the City as to the truth of all statements contained therein.
5. The approval hereby given to the various documents referred to above includes approval
of such additional details therein as may be necessary and appropriate and such modifications thereof,
deletions therefrom and additions thereto as may be necessary and appropriate and approved by the
officials authorized herein to execute said documents, which approval shall be conclusively evidenced by
the execution thereof. The City Officials and other officers of the City are hereby authorized to execute
and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may
be requested by Bond Counsel, the Bond Trustee, the Master Trustee, the Purchaser, or other persons or
entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds.
Without imposing any limitations on the scope of the preceding sentence, such officers are specifically
authorized to execute and deliver a certificate relating to federal tax matters including matters relating to
arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Bonds, a general
certificate of the City, and an Information Return for Tax -Exempt Private Activity Bonds Issues,
Form 8038 (Rev. April 2011).
6. All covenants, stipulations, obligations, representations, and agreements of the City
contained in this resolution or contained in the Bond Indenture or the Loan Agreement or other
documents referred to above shall be deemed to be the covenants, stipulations, obligations,
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representations, and agreements of the City to the full extent authorized or permitted by law, and all such
covenants, stipulations, obligations, representations, and agreements shall be binding upon the City.
Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties
and liabilities imposed, upon the City by the provisions of this resolution, the Bond Indenture, the Loan
Agreement or other documents referred to above shall be exercised or performed by the City, or by such
officers, board, body, or agency as may be required or authorized by law to exercise such powers and to
perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained
or contained in the Bond Indenture, the Loan Agreement or other documents referred to above shall be
deemed to be a covenant, stipulation, obligation, representation, or agreement of any elected official,
officer, agent, or employee of the City in that person's individual capacity, and neither the members of
the City Council nor any officer or employee executing the Bonds shall be liable personally on the Bonds
or be subject to any personal liability or accountability by reason of the issuance thereof.
7. Except as herein otherwise expressly provided, nothing in this resolution, the Bond
Indenture, the Bonds or the Loan Agreement, expressed or implied, is intended or shall be construed to
confer upon any person, firm, or corporation other than the City and the registered and beneficial owners
of the Bonds, any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any
provision hereof or of the Loan Agreement or any provision thereof; this resolution, the Loan Agreement
and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City
and the registered and beneficial owners of the Bonds issued under the provisions of this resolution, the
Bond Indenture and the Loan Agreement, and the Corporation to the extent expressly provided in the
Loan Agreement.
8. In case any one or more of the provisions of this resolution, or of the documents
mentioned herein, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid,
such illegality or invalidity shall not affect any other provision of this resolution, or of the
aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the
Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained
therein.
9. All acts, conditions, and things required by the laws of the State, relating to the adoption
of this resolution, to the issuance of the Bonds, and to the execution of the Bond Indenture, the Loan
Agreement and the other documents referred to above to happen, exist, and be performed precedent to
and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the
execution of the Bond Indenture or the Loan Agreement and the other documents referred to above have
happened, exist, and have been performed as so required by law.
10. The City Officials, members of the City Council, officers of the City, and attorneys and
other agents or employees of the City are hereby authorized to do all acts and things required by them by
or in connection with this resolution, the Bond Indenture and the Loan Agreement and the other
documents referred to above for the full, punctual, and complete performance of all the terms, covenants,
and agreements contained in the Bonds, the Bond Indenture, the Loan Agreement, and the other
documents referred to above, and this resolution.
]I. If for any reason the Mayor is unable to execute and deliver those documents referred to
in this resolution, any other member of the City Council, or any officer of the City duly delegated to act
on behalf of the Mayor, may execute and deliver such documents with the same force and effect as if
such documents were executed by the Mayor. If for any reason the City Manager or the City Clerk is
unable to execute and deliver the documents referred to in this resolution, such documents may be
executed and delivered by the City Clerk, any member of the City Council, or any officer of the City duly
delegated to act on behalf of the City Manager or the City Clerk, with the same force and effect as if such
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documents were executed and delivered by the City Manager or the City Clerk, respectively.
12. All commitments of the City expressed herein to issue the Bonds are subject to the
condition that by December 31, 2016, the City, the Corporation and the Purchaser will have agreed to
mutually acceptable terms and conditions of the Loan Agreement, the Bonds and of the other instruments
and proceedings relating to the Bonds and its issuance and sale. If the events set forth herein do not take
place within the time set forth above, or any extension thereof, and the Bonds is not sold within such
time, this Resolution will expire and be of no further effect.
13. This resolution shall be in full force and effect from and after its passage.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF THE
CITY OF KALISPELL, THIS 19TH DAY OF JANUARY, 2016.
Mark Johnson
Mayor
Aimee Brunckhorst, CMC
City Clerk