Resolution 5240 - Approves Lease/Purchase of Wells Fargo Building (New City Hall)RESOLUTION NO.5240
RESOLUTION AUTHORIZING THE IMPROVEMENT AND EXPANSION OF THE
EXISTING CIT'V OFFICES FACILITIES AND APPROVING- LEASE -PURCHASE
AGREEMENT AND RELATED DOCUMENTS IN CONNECTION THEREWITH
WHEREAS, the City of Kalispell (the "City") has determined to undertake the expansion
of its City office facilities by improving the building facilities at 201 First Avenue East,
Kalispell, Montana, and including related site improvements (the "Project"); and
WHEREAS, the City has determined that the most cost-effective manner of undertaking
the Project is to enter into a lease -purchase arrangement in connection therewith, pursuant to a
Lease -Purchase Agreement (the "Lease -Purchase Agreement") to be entered into between the
City, as lessee (sometimes referred to in such capacity as the "Lessee"), and All Points Public
Funding, LLC, as lessor (the "Lessor"), and a copy of the proposed form of the Lease -Purchase
Agreement has been placed on file in the offices of the City Clerk and presented to this meeting;
and
WHEREAS, the property to be leased pursuant to the Lease -Purchase Agreement will be
leased by the City to the Lessor pursuant to a Site Lease (the "Site Lease) to be entered into
between the City, as lessor, and All Points Public Funding, LLC, as lessee, and the funds to be
applied to payment of the costs of the Project are to be held, invested and disbursed pursuant to
the terms and provisions of an Escrow Agreement (the "Escrow Agreement") to be entered into
between the City and the Lessor, .and copies of the proposed forms of Site Lease and Escrow
Agreement have been placed on file in the offices of the City Clerk and presented to this
meeting;
NOW, THEREFORE, BE IT RESOLVED by the City Council (the "Council") of the
City, as follows:
Section 1. Approval of Project and Documents
1.1 Approval of Pro' ect. The City hereby approves the Project. All actions
heretofore taken by officers of the City in connection with the Project, to the extent not
inconsistent with the provisions of the Resolution, are hereby ratified, approved and confirmed.
1.2 Approval of Documents. The City hereby approves the forms of the Site Lease,
the Lease -Purchase Agreement and the Escrow Agreement. one or more officers of the City are
authorized and directed to execute and deliver the Site Lease, the Lease -Purchase Agreement and
the Escrow Agreement in substantially the forms now on file, together with such modifications
thereto as may be approved by the officer or officers executing the same, which approval shall be
conclusively evidenced by the execution thereof. officers of the City are also authorized to enter
into and deliver such other documents and certificates as may be necessary or desirable in
connection therewith, in the opinion of Dorsey & Whitney LLP, as Bond Counsel, or as may be
reasonably required by the Lessor.
Section 2. Tax Matters.
2.1 Use of Facilities. The facilities to be leased pursuant to the Site Lease and the
Lease -Purchase Agreement (sometimes referred to as the "Facilities") are and will be owned and
operated by the City and used by the City as offices for City departments. No user of the
Facilities is granted any concession, license or special arrangement with respect to the Facilities.
Except for the Site Lease and the Lease -Purchase Agreement, the City shall not enter into any
lease, use or other agreement with any non -governmental person relating to the use of the Project
or the Facilities or security for the payment of the Lease Payments due under the Lease -Purchase
Agreement which might cause the Lease -Purchase Agreement or any payments to be made in
connection therewith to be considered an `arbitrage bond" or "private loan bond" within the
meaning of Sections 148 and 141 of the Internal Revenue Code of 1986, as amended (the
"Code").
2.2 Arbitrage Rebate. The City acknowledges that the Lease -Purchase Agreement
(except as otherwise provided hereby or by the Lease -Purchase Agreement) is subject to the
rebate requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Treasury Regulations to
preserve the exclusion of interest on the Lease -Purchase Agreement from gross income for
federal income tax purposes, except to the extent that the City qualifies as a qualified small
issuer pursuant to the provisions of Section 148(f)(4)(D) of the Code or except as may otherwise
be provided in Section 148(f) of the Code.
2.3 Information „Reporting. The City shall file with the Secretary of the Treasury, not
later than the time required by the Code, a statement concerning the Bonds containing the
information required by Section 149(e) of the Code.
Section 3. Transcript „Certification. The officers of the City are directed to furnish to
the Lessor certified copies of all proceedings and information in their official records relevant to
the authorization of the Site Lease, the Lease -Purchase Agreement and the Escrow Agreement,
and such certificates and affidavits as to other matters appearing in their official records or
otherwise known to them as may be reasonably required to evidence the validity and
enforceability of the Lease -Purchase Agreement, and all such certified copies, certificates and
affidavits, including any heretofore furnished, shall constitute representations and recitals of the
City as to the correctness of all facts stated therein and the completion of all proceedings stated
therein to have been taken.
Section 4. Effective Date. This resolution shall become effective upon passage and
all provisions of ordinances, resolutions and other actions and proceedings of the City which are
in any way inconsistent with the terms and provisions of this Resolution are repealed, amended
and rescinded to the full extent necessary to give full force and effect to the provisions of this
Resolution.
PASSED by the City Council of the City of Kalispe�na, this 17th day of
September 2007.
Pamela B. Ke
ATTEST:
lit 400_-,, 2,t,
Theresa White
City Clerk
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