Resolution 5467 - Board of Investments Loan - Parks & Recreation EquipmentI.A I VJFA I On OF
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BE IT RESOLVED BY THE CITY COUNCIL 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.
Adjusted 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.
Board Act shall mean Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as amended.
Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the
Program.
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 1.95% per annum
through February 15, 2011 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds
and up to 1.5% per annum as necessary to pay Program Expenses.
Note 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 make 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. Authority. 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 Agreement 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 $187,150.00 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 $106,309.00 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 1.95% per annum through February 15, 2011 and thereafter
at the Adjusted Interest Rate, plus up to 1.5% per annum as necessary to pay the cost of
administering 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 15 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 disbursement at the request of the Borrower to pay the budgeted expenditures in
anticipation of 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. Representation Regarding the Property 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.
Section 2.05. Levy and Appropriate Funds to RepayLoan. 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 Note, 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, Note, Security Agreement and any other
document required to close the Loan shall be executed in the name of the Borrower and shall be
executed on behalf of the Borrower by the signatures of the Authorized Representatives of the
Borrower.
PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNED BY THE MAYOR OF
THE CITY OF KALISPELL, ON THE 6TH DAY OF DECEMBER, 2010.
Tammi Fisher
Mayor
ATTEST:
Theresa White
City Clerk