Resolution 5855 - Board of Investments Intercap Revolving Program for FiretruckRESOLUTION NO. 5855
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF
INVESTMENTS OF THE STATE OF MONTANA ANNUAL ADJUSTABLE
RATE TENDER OPTION MUNICIPAL FINANCE CONSOLIDATION ACT
BONDS (INTERCAP REVOLVING PROGRAM), APPROVING THE FORM
AND TERMS OF THE LOAN AGREEMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO
BE IT RESOLVED BY THE CITY COUNCIL (the Governing Body) OF THE CITY OF
KALISPELL (the Borrower) AS FOLLOWS:
ARTICLE I
DETERMINATIONS AND DEFINITIONS
Section 1.01. Definitions. The following terms will have the meanings indicated
below for all purposes of this Resolution unless the context clearly requires otherwise. Capitalized
terms used in this Resolution and not defined herein shall have the meanings set forth in the Loan
Agreement.
Adiusted Interest Rate means the rate of interest on the Bonds determined in
accordance with the provisions of Section 3.03 of the Indenture.
Authorized Representative shall mean the officers of the Borrower designated and
duly empowered by the Governing Body and set forth in the application.
Board shall mean the Board of Investments of the State of Montana, a public body
corporate organized and existing under the laws of the State and its successors and assigns.
amended.
the Program.
Board Act shall mean Section 2-15--1808, Title 17, Chapter 5, Part 16, MCA, as
Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance
Borrower shall mean the Borrower above named.
Indenture shall mean that certain Indenture of Trust dated March 1, 1991 by and
between the Board and the Trustee pursuant to which the Bonds are to be issued and all supplemental
indentures thereto.
Loan means the loan of money by the Board to the Borrower under the terms of the
Loan Agreement pursuant to the Act and the Borrower Act and evidenced by the Note.
Loan Agreement means the Loan Agreement between the Borrower and the Board,
including any amendment thereof or supplement thereto entered into in accordance with the
provisions thereof and hereof.
Loan Agreement Resolution means this Resolution or such other form of resolution
that the Board may approve and all amendments and supplements thereto.
Loan Date means the date of closing a Loan.
Loan Rate means the rate of interest on the Loan which is initially 2.50% per annum
through February 15, 2018 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds and
up to 1.50% per annum as necessary to pay Program Expenses.
Dote means the promissory note to be executed by the Borrower pursuant to the Loan
Agreement, in accordance with the provisions hereof and thereof, in substantially the form set forth
in the Promissory Note, or in such form that may be approved by the Board.
Program shall mean the INTERCAP Program of the Board pursuant to which the
Board will issue and sell Bonds and use the proceeds to mare loans to participating Eligible
Government Units.
Project shall mean those items of equipment, personal or real property improvements
to be acquired, installed, financed or refinanced under the Program as set forth in the Description of
the Project/Summary of Draws.
Security Instrument means a security agreement in substantially the form set forth,
and, a Uniform Commercial Code financing statement, in a form acceptable to the Board and the
Trustee granting a security interest in, or a lien on, the property constituting the Project or other real
or personal properties added to or substituted therefor.
Trustee shall mean U. S. Bank National Association (formerly known as First Trust
Company of Montana National Association) and its successors.
Section 1.02. Authoritv. The Borrower is authorized to undertake the Project and is
further authorized by the Borrower Act to enter into the Loan Agreement for the purpose of obtaining
a loan to finance or refinance the acquisition and installation costs of the Project.
Section 1.03. Execution of A Bement and Delivery of Note. Pursuant to the
Indenture and the Board Act, the Board has issued and sold the Bonds and deposited a part of
proceeds thereof in the Loan Fund held by the Trustee. The Board has, pursuant to the Term Sheet,
agreed to make a Loan to the Borrower in the principal amount of $500,000.00 and upon the further
terms and conditions set forth herein, and as set forth in the Term Sheet and the Loan Agreement.
ARTICLE II
THE LOAN AGREEMENT
Section 2.01. Terms. (a) The Loan Agreement shall be dated as of the Loan Date, in
the principal amount of $500,000.00 and shall constitute a valid and legally binding obligation of the
Borrower. The obligation to repay the Loan shall be evidenced by a Promissory Note. The Loan
shall bear interest at the initial rate of 2.50% per annum through February 15, 2018 and thereafter at
the Adjusted Interest Rate, plus up to 1.50% per annum as necessary to pay the cost of administering
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the Program (the Program Expenses). All payments may be made by check or wire transfer to the
Trustee at its principal corporate trust office.
(b) The Loan Repayment Dates shall be February 1.5 and August 15 of each year.
(c) The principal amount of the Loan may be prepaid in whole or in part
provided that the Borrower has given written notice of its intention to prepay the Loan in whole or in
part to the Board no later than 30 days prior to the designated prepayment date.
(d) The Prepayment Amount shall be equal to the principal amount of the Loan
outstanding, plus accrued interest thereon to the date of prepayment.
(e) within fifteen days following an Adjustment Date, the Trustee shall calculate
the respective amounts of principal and interest payable by each Borrower on and with respect to its
Loan Agreement and Note for the subsequent August 15 and February 15 payments, and prepare and
mail by first class mail a statement therefor to the Borrower.
Section 2.02. Use and Disbursement of the Proceeds. The proceeds of the Loan will
be expended solely for the purposes set forth in the Description of the Project/Summary of Draws.
The proceeds from the sale of the Note to the Board shall remain in the Borrower's Account pending
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which the Note was issued. Requests for disbursement of the Loan shall be made to the Board. Prior
to the closing of the Loan and the first disbursement, the Borrower shall have delivered to the Trustee
a certified copy of this Resolution, the executed Loan Agreement and Note in a form satisfactory to
the Borrower's Counsel and the Board's Bond Counsel and such other certificates, documents and
opinions as set forth in the Loan Agreement or as the Board or Trustee may require. The Borrower
will pay the loan proceeds to a third party within five business days after the date they are advanced
(except for proceeds to reimburse the Borrower for previously paid expenditures, which are deemed
allocated on the date advanced).
Section 2.03. Payment and Security for the Note. In consideration of the making of
the Loan to the Borrower by the Board, the provisions of this Resolution shall be a part of the
.Agreement of the Borrower with the Board. The provisions, covenants and Agreements herein set
forth to be performed by or on behalf of the Borrower shall be for the benefit of the Board. The Loan
Agreement and Note shall constitute a valid and legally binding obligation of the Borrower and the
principal of and interest on the Loan shall be payable from the general fund of the Borrower, and any
other money and funds of the Borrower otherwise legally available therefor. [The repayment of the
Loan shall be secured by a security interest in the Project being financed.] The Borrower shall
enforce its rights to receive and collect all such taxes and revenues to insure the prompt payment of
the Borrower obligations hereunder.
Section 2.04. Reresentation Re ardin the Prot)eqy Tax Limitation Act. The
Borrower recognizes and acknowledges that the amount of taxes it may levy is limited by the state
pursuant to Section 15-10-402, et. seq. (the Property Tax Limitation Act). The Borrower is familiar
with the Property Tax Limitation Act and acknowledges that the obligation to repay the Loan under
the Agreement and Note are not exceptions to the provisions of the Property Tax Limitation Act.
The Borrower represents and covenants that the payment of principal of and interest on the Loan can
and will be made from revenues available to the Borrower in the years as they become due,
notwithstanding the provisions of the Property Tax Limitation Act.
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Section 2.05. Levy and Appropriate Funds to Repay Loan. The Borrower agrees that
in order to meet its obligation to repay the Loan and all other payments hereunder that it will budget,
levy taxes for and appropriate in each fiscal year during the term of the Loan an amount sufficient to
pay the principal of and interest hereon within the limitations of the Property Tax Limitation Act, as
may be amended, and will reduce other expenditures if necessary to make the payments hereunder
when due.
ARTICLE III
CERTIFICATIONS, EXECUTION AND DELIVERY
Section 3.01. Authentication of Transcript. The Authorized Representatives are
authorized and directed to prepare and furnish to the Board and to attorneys approving the validity of
the Bonds, certified copies of this Resolution and all other resolutions and actions of the Borrower
and of said officers relating to the Loan Agreement, the Dote, the Security Agreement and
certificates as to all other proceedings and records of the Borrower which are reasonably required to
evidence the validity and marketability of the Note. All such certified copies and certificates shall be
deemed the representations and recitals of the Borrower as to the correctness of the statements
contained therein.
Section 3.02. Legal opinion. The attorney to the Borrower is hereby authorized and
directed to deliver to the Board at the time of Closing of the Loan his or her opinion regarding the
Loan, the Loan Agreement, the Note and this Resolution in substantially the form of the opinion set
forth in the Attorney's opinion.
Section 3.03. Execution.. The Loan Agreement, Dote, Security Agreement and any
other document required to close the Loan shall be executed in the name of the Borrower and shall be
executea on r)enair or the torrower uy the signatures or the Autnorizea Representatives or the
Borrower.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF THE
CITY OF RALISPELL, THIS 5TH DAY OF MARCH, 2018.
Mary Johnson
Mayor
ATTEST;
Ai ee Brunckhorst, CMC
City Clerk
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