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Resolution 5750 - $37,000,000 Immanuel Lutheran BondsCERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Kalispell, Montana (the "City"), hereby certify that the attached resolution is a true copy of a Resolution entitled: "RESOLUTION 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), SF,RIFS 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notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed.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: C A v f 5 o h, Cc"6 rl eJ, G C,y r M I c�u� H�riG�G�I K(uesheY �� �I I-k'� Yt S o Y1 � n cc mo, a✓-306son � l f't"t voted against the same: ------- abstained from voting thereon: or were absent: S 0LVq-VI.tG4 WITNESS my hand officially this ! 9 day of January, 2016. Aimde 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. 2 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, 3 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. 11. 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 4 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 Jon on Mayor ATTEST: Ainlee Brunckhorst, CMC e 92 City Clerk 18 °