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I1. Reso 5805 - 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' FROM: Charles Harball, City Attorney Tel 406.758.7709 Fax 406.758.7771 charbali@kalispell.com SUBJECT: Resolution No. 5805 — Resolution for Issuance of up to $75,000,000 City of Kalispell, Montana Housing and Healthcare Facilities Revenue Bonds (Immanuel Lutheran Project) MEETING DATE: February 21, 2017 — Regular Council Meeting BACKGROUND: A month ago the City Council passed Resolution 5798 stating its intent to issue revenue bonds for the Immanuel Lutheran Corporation [ILC] capital improvement projects on its properties on Buffalo Hill and calling for a public hearing. As explained at that time, the City is in the position, as a municipal government, to be the necessary conduit issuer of the bonds under the terms required to issue Montana Housing and Healthcare Facilities Bonds. The hearing for public comment on the issuance of the bonds is set on the February 21, 2017 agenda to occur just prior to the Council's deliberation on the matter. Bond Counsel for the City has provided a memorandum explaining the terms of the financing structure as it affects the City. He explains that the 2016 bonds issued by the City will be retired and replaced with the 2017 bonds. The projects that are being financed are described as being beneficial to the city's residents. The bonds shall not be a general or moral responsibility of the city and the full faith and credit and taxing power of the city will not be pledged as security for the bonds. ILC shall provide a guarantee to reimburse the City for any lost "bank qualified" borrowing opportunities it may experience as a result of this issuance. ILC shall pay the City's bond counsel costs. RECOMMENDATION: It is recommended that the Council consider and pass the offered resolution. ALTERNATIVES: Upon consideration of the proposal the Council may reject the resolution. Memorandum To: Doug Russell, City Manager Charlie Harball, City Attorney City of Kalispell, Montana From: Ben Johnson, Barnes & Thornburg LLP Date: February 15, 2017 Re: Issuance of up to $75,000,000 City of Kalispell, Montana Housing and Healthcare Facilities Revenue Bonds (Immanuel Lutheran Corporation Project) Series 2017A/B/C 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") with respect to the up to $75,000,000 Housing and Healthcare Facilities Revenue Bonds (Immanuel Lutheran Corporation Project) Series 2017A/B/C (the "Series 2017 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 2017 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. The Series 2017 Bonds may be issued in one or more series of taxable or tax-exempt bonds with various maturity dates. Enclosed with this Memo is the form of a resolution of the City Council of the City that provides for final approval of the issuance of the Series 2017 Bonds and the related financing documents to which the City is a party such as the 2017 Bond Indenture, 2017 Loan Agreement and the Bond Purchase Contract. Background. The information under this section of the Memo is to provide background relating to the issuance of the Series 2017 Bonds for the City Council and City staff. On April 1, 2016, the City issued its (a) Housing and Healthcare Facilities Revenue Refunding Bonds (Immanuel Lutheran Corporation Project), Series 2016A (the "Series 2016A Bonds"), issued in the original aggregate principal amount of $12,537,000, and (b) 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"), issued in the original aggregate principal amount not to exceed $21,095,000 and loaned the proceeds of the Series 2016 Bonds to the Borrower under the terms of a Loan Agreement, dated as of April 1, 2016 (the "2016 Loan Agreement"), between the City and the Borrower. The Series 2016 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 April 1, 2016 (the "2016 CCA"), between the Borrower and Compass Bank d/b/a BBVA Compass (the "2016 Lender"), as purchaser of the Series 2016 Bonds. The Series 2016 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 2016 Bonds. The Series 2016 Bonds are a conduit revenue bond and the City did not have any repayment obligation with respect to the Series 2016 Bonds. The proceeds of the Series 2016 Bonds were used by the Borrower to (i) financing the redemption and prepayment of the Issuer's Housing and Healthcare Facilities Revenue Bond (Immanuel Lutheran Corporation Project), Series 2010 (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 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 Borrower's campus in the City, including but not limited to the construction and equipping of 36 independent senior living apartments (collectively, the "2016 Project"); and (iii) 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 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. 5750 of the City Council of the City adopted on January 19, 2016; and (iii) a Bond Indenture of Trust, dated on or after April 1, 2016 (the "2016 Indenture"), between the City and U.S. Bank National Association, as bond trustee (the "2016 Trustee"). On January 19, 2016, prior to adoption of the 2016 Resolution, the City held a public hearing with respect to the 2016 Project, the use of the proceeds of the Series 2016 Bonds, and the 2016 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 2016 Project in not entirely complete. The Borrower is proposing that the City issue the Series 2017 Bonds in the Transaction. The Borrower will apply the proceeds derived from the Series 2017 Bonds for the purpose of. (i) the redemption and prepayment of the Series 2016 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) the construction and equipping of 36-units of independent living in villas, (b) the construction and equipping of a "community center" meeting room that can be used for resident gatherings as well as hosting the greater community and (ii) an indoor pool and related changing rooms to expand the Corporation's wellness and fitness offerings, and (c) the renovation of certain portions of the Nursing Facility (collectively, the "2017 Project"); (iii) the funding of certain reserves and capitalized interest for the Bonds; (iv) the financing 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 (v), if necessary, fund an interest rate swap termination payment. The Series 2017 Bonds are proposed to be issued by the City under the terms of (i) the Act, (ii) a resolution of the City Council of the City to be adopted in February 21, 2017 (the "Final Resolution") after a public hearing called under the terms of the Preliminary Resolution previously adopted by the City Council of the City on January 17, 2017; and (iii) a Bond Indenture of Trust, dated on or after May 1, 2017 (the "2017 Bond Indenture"), between the City and U.S. Bank National Association, as bond trustee (the "2017 Trustee"). The Series 2017 Bonds may be issued if the City Council adopts the enclosed Final Resolution after holding the public hearing with respect to the 2017 Project, the 2016 Project, the refunding of the Series 2016 Bonds, and the issuance of the Series 2017 Bonds at the City Council meeting on February 21, 2017, after the publications required under the terms of the Act and the Section 147 of the Code. Like the Series 2016 Bonds, it is proposed that the proceeds of the Series 2017 Bonds would be loaned by the City to the Borrower under the terms of a Loan Agreement, dated on or after May 1, 2017 Immanuel Lutheran Corporation Bond Memo Page 2 (the "2017 Loan Agreement"), between the City and the Borrower. The Series 2017 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 2017 Loan Agreement. The Borrower has engaged B.C. Ziegler & Company (the "Underwriter") to act as underwriter on a public sale of the Series 2017 Bonds. The Series 2017 Bonds are proposed to be issued as long-term fixed interest rate bonds with a final maturity date of approximately 35 years from their date of issuance. The final terms of the Series 2017 Bonds will be set forth in a Bond Purchase Contract (the "BPA") between the City, the Borrower, and the Underwriter. The Underwriter will use a Preliminary Official Statement ("POS") to market the Series 2017 Bonds to prospective purchasers, but, unlike the City's general obligation bond sales, the City is not the responsible party for the POS since the credit of the City is irrelevant to an investment decision with respect to the Series 2017 Bonds since they are conduit revenue bonds. The Series 2017 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 2017 Bonds. The Series 2017 Bonds will be a conduit revenue bond and the City will not have any repayment obligation with respect to the Series 2017 Bonds. In order to provide for the issuance of the Series 2017 Bonds, the City, the Underwriter, and Trustee will need to enter into the 2017 Bond Indenture, the 2017 Loan Agreement, the BPA, and any other documents and certificates as requested by Bond Counsel and the Underwriter. The Borrower and the Underwriter have requested that the City Council adopt the enclosed Final Resolution after holding the public hearing on February 21, 2017. As bond counsel to the City ("Bond Counsel"), we have prepared the form of Final Resolution on behalf of the City and are 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 2016 Bonds and other prior conduit revenue bonds that the City issued for the benefit of the Borrower. As Bond Counsel to the City, we will be reviewing the proposed Transaction and working with the Borrower, Borrower's counsel, the Underwriter, and Underwriter's counsel to make sure that the Transaction is done in a manner that maintains the tax-exempt status of the Series 2017 Bonds that are intended to be tax-exempt and also to provide that the Series 2017 Bonds are validly issued under Montana law. We will also be drafting the appropriate certifications of the Underwriter and the Borrower and also working with the Underwriter and the Borrower so that the proper documentation is in place. Legal Discussion. The Series 2017 Bonds are proposed to be issued in one or more series of taxable or tax-exempt bonds under both federal and Montana law. In order for certain of the Series 2017 Bonds to be issued as tax-exempt obligations, the City must approve the proposed Transaction and execute and deliver the Series 2017 Bonds and related documents to the Underwriter in order to provide funds to the Borrower to finance the 2017 Project and refinance the Series 2016 Bonds on a tax-exempt basis. Although City is not obligated to repay the Series 2017 Bonds, the City is required to be the technical maker of the Series 2017 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 note being issued through a local unit of government such as the City. If the City does not adopt the Final Resolution, then the City will not have approved the Transaction and the Series 2016 Bonds will not be refunded and the Borrower will not complete the financing of the 2017 Project on a tax- exempt basis. Immanuel Lutheran Corporation Bond Memo Page 3 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. The aggregate principal amount of the proposed tax-exempt Series 2017 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 2017 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 2017 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 2017 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. In the draft 2017 Loan Agreement, we have drafted a provision that provides for a reimbursement mechanism to the City by the Borrower in the event that the City needs to issue any unanticipated tax- exempt bonds that would otherwise have been "bank -qualified" but for the issuance of the Series 2017 Bonds. The "bank -qualification" reimbursement provision in the 2017 Loan Agreement is intended to hold the City's taxpayers harmless in the event that the issuance of the Series 2017 has the result of causing the interest rate on an unanticipated 2017 City borrowing costing more in interest over its term. Conclusion. The City will not obligated to pay any City funds with respect to the Series 2017 Bonds since the Series 2017 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 Final Resolution does not change this fact and the City will not be liable with respect to the Series 2017 Bonds. Also, consistent with the process for the issuance of prior conduit revenue bonds such as the Series 2016 Bonds, the Borrower is the party responsible for paying our fees as the City's Bond Counsel. As Bond Counsel to the City, we would advise the City Council to adopt the Final Resolution subject to the public hearing results. The proposed Transaction does not provide for any liability of the City with respect to the Series 2017 Bonds. Consistent with the approval process for the Series 2016 Bonds, I will be in attendance at the City Council meeting on February 21, 2017 when the public hearing is held and the Final Resolution is considered and I will be able to answer any questions that the City Council or the public may have with respect to the issuance of the Series 2017 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 2017 Bonds. 66139-4 (BWJ) 4582614v.3 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 ONE OR MORE SERIES OF TAXABLE OR TAX-EXEMPT CONDUIT REVENUE BONDS IN THE TOTAL ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $75,000,000; 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 February 21, 2017, 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 21st day of February, 2017, Aimee Brunckhorst, CMC City Clerk RESOLUTION NO.5805 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF TAXABLE OR TAX-EXEMPT CONDUIT REVENUE BONDS IN THE TOTAL ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $75,000,000; 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 one or more series of tax-exempt or taxable bonds (the "Bonds") in a total aggregate principal amount not to exceed $75,000,000. The City will loan the proceeds of the Bonds to the Corporation for: (i) financing the redemption and prepayment of the Issuer's (a) Housing and Healthcare Facilities Revenue Refunding Bonds (Immanuel Lutheran Corporation Project), Series 2016A (the "Series 2016A Bonds"), issued in the original aggregate principal amount of $12,537,000 and (b) 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"), issued in the original aggregate principal amount not to exceed $21,095,000; (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 32 short term rehabilitation units, (c) the construction and equipping of 24 memory care residences, and (d) certain predevelopment costs for future development of the Borrower'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) 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) the construction and equipping of 36-units of independent living in villas to be located at 30 Claremont Street in the City, (B) the construction and equipping of a "community center" meeting room that can be used for resident gatherings as well as hosting the greater community, (C) an indoor pool and related changing rooms to expand the Corporation's wellness and fitness offerings, and (D) the renovation of certain portions of the Nursing Facility (collectively, the "2017 Project"); (iv) funding of certain reserves and capitalized interest for the Series 2017 Bonds; (v) financing all or a portion of the costs of issuing the Series 2017 Bonds; and (vi), if necessary, fund 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 Series 2017A Bonds and the Series 2017B Bonds (together the "Tax -Exempt Bonds") applied to the payment of costs of issuance of the Bonds may not exceed two percent of the principal amount of the Tax -Exempt 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, the 2017 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 and the 2017 Project, as well as the maximum aggregate principal amount of the Bonds and the location of the 2016 Project and the 2017 Project. The Public Notice was published in the Daily Inter Lake, a newspaper circulating generally in the City, for three consecutive weeks before the February 21, 2017 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 2017 Project and the proposed issuance of such revenue obligations. It is proposed, pursuant to the Loan Agreement, to be dated on or after May 1, 2017 (the "2017 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 Series 2016 Bonds; (ii) the costs of the 2016 Project; (iii) the costs of the 2017 Project; (iv) the funding of certain reserves and capitalized interest for the Series 2017 Bonds; (v) certain costs related to the issuance of the Bonds (including the City's administrative fee related to the original issuance of the Bonds), and (vi) an interest rate swap termination payment. The loan repayments to be made by the Corporation under the 2017 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 First Amendment to Combination Trust Indenture, Security Agreement and Fixture Financing Statement, to be dated on or after May 1, 2017 (the "Mortgage Amendment") which amends the Combination Trust Indenture, Security Agreement and Fixture Financing Statement, dated as of April 1, 2016 (the "Original Mortgage" and together with the Mortgage Amendment, 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 as of April 1, 2016, by and between the Corporation, as the obligated group representative, and the Master Trustee. The City will enter into a Bond Purchase Contract (the "Bond Purchase Agreement") with B.C. Ziegler and Company (the "Underwriter") and the Company, whereby the Underwriter will purchase the Bonds. BE IT RESOLVED by the City Council of the City as follows: 1. The issuance of the Bonds is hereby approved (i) in one or more series of taxable or tax- exempt bonds, (ii) in a combined principal amount not to exceed $75,000,000, and (iii) with a final maturity date which is not longer than 40 years from the date of issuance of the Bonds. The sale of the Bonds to the Underwriter and the execution of the Bond Purchase Agreement 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 Purchase Agreement and the Bond Indenture, to be dated on or after May 1, 2017 (the "2017 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 2 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 of the City 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 Underwriter in accordance with their terms and the terms of this resolution and the 2017 Bond Indenture; provided that the final maturity date for the Bonds shall not be later than 40 years. 3. The proceeds derived from the sale of the Bonds shall be loaned by the City to the Corporation pursuant to the 2017 Loan Agreement. The loan repayments to be made by the Corporation under the 2017 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 Purchase Agreement, the 2017 Bond Indenture and the 2017 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 2017 Bond Indenture, the 2017 Loan Agreement and the Bond Purchase Agreement are directed to be executed in the name and on behalf of the City by the City Officials. The Bonds shall be a special, limited obligation of the City payable solely from the revenue of the Corporation pledged therefor. 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 2017 Loan Agreement with respect to the Bonds, the 2017 Project 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 and 2017 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 Underwriter 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 Underwriter, 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 2017 Bond Indenture or the 2017 Loan Agreement or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, 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 2017 Bond Indenture, the 2017 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 2017 Bond Indenture, the 2017 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 2017 Bond Indenture, the Bonds or the 2017 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 2017 Loan Agreement or any provision thereof; this resolution, the 2017 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 2017 Bond Indenture and the 2017 Loan Agreement, and the Corporation to the extent expressly provided in the 2017 Loan Agreement. 8. The use and distribution of the Corporation's Preliminary Official Statement and Official Statement (together, the "Official Statement") in connection with the sale of the Series 2017 Bonds by the Underwriter is hereby approved. The City hereby approves the information in the Official Statement relating to the City under the headings "INTRODUCTION — The Issuer," "THE ISSUER," and "LITIGATION The Issuer." 9. 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. 10. 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 2017 Bond Indenture, the 2017 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 2017 Bond Indenture or the 2017 Loan Agreement and the other documents referred to above have happened, exist, and have been performed as so required by law. 11. 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 2017 Bond Indenture and the 2017 Loan Agreement, the Bond 4 Purchase 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 2017 Bond Indenture, the 2017 Loan Agreement, the Bond Purchase Agreement and the other documents referred to above, and this resolution. 12. 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 documents were executed and delivered by the City Manager or the City Clerk, respectively. 13. All commitments of the City expressed herein to issue the Bonds are subject to the condition that by December 31, 2017, the City, the Corporation and the Underwriter will have agreed to mutually acceptable terms and conditions of the 2017 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. 14. 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 21 ST DAY OF FEBRUARY, 2017. Mark Johnson Mayor ATTEST: Aimee Brunckhorst, CMC City Clerk