Resolution 5002 - BOA Loan - Fire Truck - $279,900RESOLUTION NO. 5002
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS OF THE
STATE OF MONTANA ANNUAL ADJUSTABLE RATE TENDER OPTION MUNICIPAL
FINANCE CONSOLIDATION ACT BONDS (1NTERCAP 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.
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 meansthe 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 3.80% per annum through February
15, 2006 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.
RESOLUTION - 2
Note mcans 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.
Pro am 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 Trust National Association MT (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
$279,900.00 and upon the further terms and conditions set forth herein, and as set forth in the Term Sheet and the Loan
Agreement.
ARTICLE li
THE LOAN AGREEMENT
Section 2.01. Terms. (a) The Loan Agreement shall be dated as of the Loan Date, in the principal
amount of $279,900.00 and shall constitute a valid and legally binding obligation of the Borrower. The obligation to
repay the Loan shall be evidenced by a Promissory mote. The Loan shall bear interest at the initial rate of 3.80% per
annum through February 15, 2006 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.
RESOLUTION - 3
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 Nate. 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 Prope 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 revenges available to the Borrower in the years as they become due, notwithstanding the provisions of
the Property Tax Limitation Act.
Section 2.05. Lew 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
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.
RESOLUTION - 4
PASSED AND APPROVED BY THE. CITY COUNCIL AND SIGNED BY THE MAYOR OF THE
CITY OF KALISPELL, THIS 21DAY OF MARCH, 2005�
mcla k Kennedy t
Mayor
ATTEST:
Theresa Write
City Clerk
MONTANA
BOARD OF INVESTMENTS
Street Address:
2401 Colonial Drive, 311 Floor
Helena, MT 59601
Mailing Address:
P.O. Box 200126
Helena, MT 59620-0126
September 10, 2015
Rick Wills, Finance Director
City of Kalispell
PO Box 1997
Kalispell, MT 59903
Department of Commerce
Re: INTERCAP Loan #1168 — $279,900.00
Dear Mr. Wills:
Phone: 406/444-0001
Facsimile: 406 / 449-6579
Website: www.investmentmt.com
Enclosed is the original Promissory Note for your INTERCAP loan which has been paid in full.
Thank you for using the INTERCAP Program for your capital needs. We welcome the
opportunity to do business with you in the future. Please do not hesitate to call us at 444-0001
with any questions you may have regarding your future capital plans.
Sincerely,
Julie ynn
Bond Program Officer
Enclosure
Loan #1168
PROMISSORY NOTE
FOR VALUE RECEIVED, the City of Kalispell, a political subdivision organized under the laws of the
state of Montana (the "Borrower"), hereby promises to pay to the order of the Board of Investments of the State of
Montana (the "Board") the principal amount of TWO HUNDRED SEVENTY-NINE THOUSAND NINE HUNDRED
DOLLARS ($279,900.00) or such lesser amount as shall actually be advanced to the Borrower under the Loan
Agreement (hereinafter defined) as evidenced by the Amortization Schedule attached hereto and as annually revised by
March 15 for every year the loan advance is outstanding, together with interest thereon in the amount calculated as
provided in the Loan Agreement, payable semiannually on February 15 and August 15 in the amounts and as provided in
the Loan Agreement and as set forth hereto.
The maturity date of this loan as evidenced by this Promissory Note is August 15, 2015 or sooner at the
option of the Borrower pursuant to the Loan Agreement. " "
This Promissory Note is issued pursuant to the Loan Agreement dated as of April 22, 2005, between the
Board and the Borrower (the "Loan Agreement"), and issued in consideration of the loan made thereunder (the "Loan")
and in evidence of the obligations of the Borrower set forth in Section 5 thereof. This Promissory Note has been assigned
to the Trustee under the Indentures of the Program. Payments hereunder shall be made directly to the Trustee for the
account of the Board pursuant to such assignment. Such assignment has been made as security for the payment of the
Board of Investments' INTERCAP bonds. All of the terms, conditions and provisions of the Loan Agreement are, by this
reference hereto, incorporated herein as a part of this Promissory Note.
Pursuant to the Loan Agreement, advances shall be made to the Borrower under the Loan Agreement
from time to time upon the terms and conditions set forth in the Loan Agreement.
This Promissory Note is entitled to the benefits and is subject to the conditions of the Loan Agreement.
The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional without
any defense or right of setoff, counterclaim or recoupment by reason of any default by the Board under the Loan
Agreement or under any other indebtedness or liability at any time owing to the Borrower by the Board or for any other
reason.
This Promissory Note is subject to optional prepayment under the terms and conditions provided in
Article X of the Loan Agreement upon giving 30 days prior written notice to the Board.
If an "Event of Default" occurs under Section 12.01 of the Loan Agreement, the principal of this
Promissory Note may be declared due and payable in the manner and to the extent provided in Article XII of the Loan
Agreement.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and
things required by the Constitution and laws of the State of Montana to be done, to exist, to happen and to be performed
precedent to and in the issuance of this Note, in order to make it a valid and binding obligation of the Borrower according
to its terms, have been done, do exist, have happened and have been performed in regular and due form, time and manner
as so required; that the Borrower will, as authorized by and according to applicable provisions and limitations of law
annually levy sufficient tax receipts or collect sufficient revenues, as the case may be, with other funds available therefor,
to pay the principal and interest hereon when due; and that this Note, together with all other indebtedness of the Borrower
outstanding on the date of original issue hereof and on the date of its actual issuance and delivery, does not exceed any
constitutional or statutory limitation of indebtedness of the Borrower.
PROMISSORY NOTE - 1
IN WITNESS WHEREOF, the City of Kalispell has caused this Promissory Note to be duly executed,
attested and delivered, as of this 22nd day of April, 2005.
(-;0'RP0M'1"-
SEAL
ATTEST:
By Theresa White
Its City Clerk
CITY OF KALISPELL
By James Patrick
Its City Manager
Board of Investments of the State of Montana hereby assigns the foregoing Loan Agreement and
Promissory Note to U.S. Bank Trust National Association MT (formerly known as First Trust Company of Montana), as
Trustee.
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
By Louise Welsh
Its Bond Program Officer
PROMISSORY NOTE - 2
MONTANA BOARD OF INVESTMENTS
ANNUAL ADJUSTABLE RATE TENDER OPTION
MUNICIPAL FINANCE CONSOLIDATION ACT BONDS
(INTERCAP REVOLVING PROGRAM)
Municipality:
City of Kalispell
Final Loan Payment:
Total Loan Commitment:
$279,900.00
Total # of Loan Payments:
Total Draws to Date:
Loan/Draw Number:
This Draw Down:
279,900.00
Date of this Draw:
Remaining Loan Commitment:
$0.00
Date of Loan Agreement:
Project:
Fire Truck
Series:
Payment Interest # Days
Interest
Principal O/S Loan
Due Rate Due
Payment
Payment Balance
"Beginning Balance" 279,900.00
08/15/05 3.800%
115
3,351.13 0.00
279,900.00
02/15/06 3.800%
184
5,361.81 11,591.21
268,308.79
08/15/06
181
11,897.05
256,411.74
02/15/07
184
12,041.15
244,370.58
08/15/07
181
12,348.14
232,022.44
02/15/08
184
12,508.36
219,514.08
08/15/08
182
12,805.04
206,709.04
02/15/09
184
13,004.09
193,704.96
08/15/09
181
13,302.88
180,402.08
02/15/10
184
13,497.21
166,904.87
08/15/10
181
13,807.89
153,096.98
02/15/11
184
14,020.27
139,076.71
08/15/11
181
14,332.28
124,744.43
02/15/ 12
184
14,563.39
110,181.04
08/15/12
182
14,871.02
95,310.02
02/15/13
184
15,132.23
80,177.79
08/15/13
181
15,442.16
64,735.62
02/15/14
184
15,712.93
49,022.69
08/15/14
181
16,029.24
32,993.45
02/15/15
184
16,320.99
16,672.46
08/15/15
181
16,672.46
0.00
August 15, 2015
20
1168 1
April 22, 2005
April 22, 2005
98
Total Amount
of Payment
3,351.13
16,953.02
COMMENTS: 279,900.00
Interest payments shown from February 16, 2005 to February 15, 2006 are computed at 3.80 percent. After
February 15, 2006 interest rates will be adjusted to reflect the adjusted interest rate applied on the outstanding
principal balance.
IMPORTANT: If payment is made by check, please send the enclosed amortization schedule(s) with
check for proper credit. Please make sure that SpA Loekbox CM9695 is on both the check and envelope.
Please mail a copy of the amortization
schedule with a check made payable to:
U.S. Bank Trust-SpA Lockbox CM9695
ATTN: Operations Center
1200 Energy Park Drive
St. Paul, MN 55108
OR Please wire funds to:
U.S. Bank N.A. (Minneapolis)
ABA 091000022
FFC: U.S. Bank Trust N.A.
Account # 180121167365
Wire Clearing Account # 47300023
ATTN: 5 03 6425 6/996103 DKO
INTERCAP: City of Kalispell
DATE OF AGREEMENT
LOAN AMOUNT:
ADDRESS OF BORROWER:
LOAN AGREEMENT
between
BOARD OF INVESTMENTS
OF THE STATE OF MONTANA
and
CITY OF KALISPELL
as Borrower
April 22, 2005
1
Loan 91168
TWO HUNDRED SEVENTY-NINE THOUSAND NINE I UNDRED
DOLLARS ($279,900.00)
CONTACT PERSON OF BORROWER:
NAME
TITLE
TELEPHONE
FACSIMILE
City of Kalispell
P.O. Box 1997
Kalispell, MT 59903-1997
Carol Kostrnan
Assistant Finance Director
(406) 758-7755
(406) 758-7758
STATUTORY AUTHORITY FOR BORROWING: 7-7-4101, 7-7-4201 and 7-5-4306 M.C.A.
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS AND RULES OF INTERPRETATION-..................................................................2
SECTION1.01. DI3FINITIONS...........................................................................................................................
SECTION 1.02. RULES OF INTERPRETATION ..............................................................................................................................5
SECTION I.05. ATTACHMENTS................................................................................. ._.5
ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER. ... ..... ................ . 6
SECTION 2.01. REPRESENTATIONS AND WARRANTIES. ................................................................... --- ................ ... 6
SECTION 2.02, PARTICULAR COVENANTS OF BORROWER........................................................................................................7
ARTICLEIII. LOAN TO BORROWER.................................................................................................................. 7
ARTICLEIV. LOAN PROVISIONS....................................................................................................................... 8
SECTION 4.01. COI�,4MI?NCEMrN*T OF LOAN AGREEMENT......................................................................................................... 8
SFcriON 4.02. TEIt.M INA"I'ION OF AGREEMENT......................................................................................................................... 8
SECTION 4.03. TFihm OF LOAN AGREEMENT ............................... ............. ................. ................. .................................... --- ...8
SECTION 4.04. LOAN CLOSING SUBMISSIONS, ... ........................... ......................................................... ........................ —8
SECTION 4.05. INITIAL AND SUBSEQUENT" DRAws OF LOAN....................................................................................................8
ARTICLE V. LOAN' REPAYMENTS AND NOTE................................................................................................ 9
SECTION 5.01. PAYMENT Or LOAN REPAYMENTS....................................................................................................................9
SECTION 5.02. DELINQUENT LOAN PAYMENTS. . ........... ................ ................ — ......... _ .................................... __ ................. q
SECTION5.03. THE NOTE........................................................................................................................................................ 4
ARTICLEVI. TERM............................................................................................................................. .... 10
ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL.............................................................10
SECTION 7.01. OBLIGATIONS OF BORROWER..................................................................................................... 10
ARTICLE VIII. FINANCIAL COVENANTS (GENERAL FUND)-- ... ......... ................ ....................... 10
SECTION 8.01. REPRESENTATION REGARDING THE PROPERTY TAX LIMITATION ACT............................................................10
SECTION 8.02, LEVY AND APPROPRIATE FUNDS TO REPAY LOAN.........................................................................................10
SECTION 8.03. REPORTS AND OPINION-, INSPECTIONS...........................................................................................................10
ARTICLE IX. DISCLAIMER OF WARRANTIES................................................................................................10
ARTICLE X. OPTION TO PREPAY LOAN......................................................................................................... 11
ARTICLEXI. ASSIGNMENT............................................................................................... --- ......................... I I
SECTION I1.01. ASSIGNMENTBYBOARD OR TRUSTEE.......................................................................................................... I I
SECTION 11.02. ASSIGNMENT BY BORROWER... ........... ............ ................... ............ ....... ..... - ............................ 11
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.................................................................................11
SECTION 12.01. EVENTS OF DEFAULT DEFINED..................................................................................................................... 1 I
SECTION 12.02. NOTICE OF DEFAULT....— ... .................... - .......... ........... -- ... .................. --- ..... ............... 12
.................
SECTION 12.03. REMEDIES ON DEFAULT. ....... ................. - ............ ...... ...... .................... .......... ...................................... _ 12
SECTION 12.04. ATTORNEYS FEES AND OTHER EXPENSES......,,.... ................. .................... ........ ...... .... ........................... 12
SECTION 12.05. APPLICATION OF MONEYS............................................................................................................................12
SECTION 12.06. NO REMEDY EXCLusIvE, WAIVER AND 1NTOTICE...........................................................................................13
I
ARTICLE XIII. MISCELLANEOUS. . ..... ................. ..... -- ......... - ............... ............. --- .... -,- ........ -- ... --... 13
SECTION 13.01. No'rial s.............................................................................................................................. .13
........................
SECTION13.02. BINDING EFFECT..........................................................................................................................................13
SECTION13.03. SEVERABILITY..............................................................................................................................................13
SECTION 13.04. ANIENDMFNTS, CHANGES AND MODIFICATIONS........................................................................................... 3
SECTION 13AS. EXECUTION 1N COUNTERPARTS....................................................................................................................13
SECTION13.06. APPLICABLE ACT... . ............................... ..................... ...... ........ ...... ......... -- ........................... 14
SECTION 13.07. CONSENTS AND APPROVALS........................................................................................................................14
SECTION13.0& INDEMNITY- ................................................................................................................................................. 14
SECTION 13.09. WAIVER OF PERSONAL LIABILITY................................................................................................................. 14
SECTION13.10. CAPTIONS.....................................................................................................................................................14
I
This Loan Agreement (the "Agreement") dated as of the date set forth on the cover hereof, and entered
into between the Board of Investments of the State of Montana (the "Board"), apublic body corporate and instrumentality
of the state of Montana, and the Borrower whose name is set forth on the cover hereof ("the Borrower"), a political
subdivision of the State of Montana;
WITNISSETH:
WHEREAS, pursuant to Section 2-15-1808, Montana Code Annotated and Title 17, Chapter 5, Part 16,
Montana Code Annotated (the "Act") and in accordance with the Indenture of Trust, dated as of March 1, 1991, between
the Board and U.S. Bank Trust National Association MT (formerly known as First Trust Company of Montana National
Association) (the "Trustee"), has established its INTERCAP Revolving Program pursuant to which the Board will issue,
from time to time, its Annual Adjustable Rate Tender Option Municipal Finance Consolidation Act Bonds (INTERCAP
Revolving Program) (the "Bonds"), for the purpose of making loans to Eligible Government Units to finance or refinance
the acquisition and installation of equipment, personal and real property improvements, to provide temporary financing of
projects or for other authorized corporate purposes of an Eligible Government Unit (the "Projects"); and
WHEREAS, the Board has agreed to loan part of the proceeds of an issue of such Bonds to the Borrower
in the amount set forth on the Description of the Project/Summary of Disbursements attached hereto and the cover hereof,
and the Borrower has agreed to borrow such amount from the Board, subject to the terms and conditions of and for the
purposes set forth in this Agreement; and
WHEREAS, the Borrower is authorized under the laws of the State of Montana, and has taken all
necessary action, to enter into this Agreement for the Project as identified in the Description of the Project/Summary of
Disbursements attached hereto.
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby
agree as follows:
ARTICLE 1. DEFINITIONS AND RULES OF INTERPRETATION.
Section 1.01. Definitions
The following terms will have the meanings indicated below for all purposes of this Agreement unless the
context clearly requires otherwise. Capitalized terms used in this Agreement and not defined herein shall have the
meanings set forth in the Indenture.
"Act" means Section 2-15-1808, Montana Code Annotated and Title 17, Chapter 5, Part 16, Montana
Code Annotated as now in effect and as it may from time to time hereafter be amended or supplemented.
"Adjusted Interest Rate" shall mean the interest rate on the Loan determined and established pursuant to
the Promissory Note hereto and the Loan Agreement or Bond Resolution.
"Adjustment Date" means the Initial Adjustment Date or a Subsequent Adjustment Date.
"Adjustment Period" means the period beginning on an Adjustment Date and ending on the day before
the next succeeding Adjustment Date.
"Amortization Schedule" means the schedule prepared for a loan advance to the Borrower showing the
principal amount advanced, the amortization of the principal, and the interest and principal payments due to the
Subsequent Interest Adjustment Date.
"Authorized Representative" shall mean the officers of the Borrower designated by the Governing Body
and set forth in the Application and signed on behalf of the Borrower by a duly authorized official.
"Board" means the Board of Investments of the State of Montana, a public body corporate organized and
existing under the laves of the State and its successors and assigns.
"Bonds" means the Board of Investments of the State of Montana's Annual Adjustable Rate Tender
Option Municipal Finance Consolidation Act Bonds (INTERCAP Revolving Program) authorized to be issued for the
Program.
"Borrower" means the Eligible Government Unit which is set forth on the cover of this Agreement and
which is borrowing and using the proceeds of the Loan to finance, refinance or be reimbursed for, all or a portion of the
Cost of the Total Project.
"Borrower Act" means the section of Montana Code Annotated indicated on the cover hereto, that
authorizes an Eligible Government Unit to borrow money on terms consistent with the Program.
"Borrower Resolution" means a resolution, duly and validly adopted by a Borrower authorizing the
execution and delivery to the Board of an Agreement and Note, in substantially the form provided, or such other form of
Resolution that the Board may approve and all amendments and supplements thereto.
"Commencement Date" means the date of the Agreement as set forth on the cover hereof when the term
of this Agreement begins and the obligation of the Borrower to make Loan Repayments begins to accrue.
"Counsel" means an attorney or firm of attorneys duly admitted to practice law before the highest court
of any state.
"Default" means an event or condition the occurrence of which would, with the lapse of time or the
giving of notice or both, become an Event of Default.
"Eligible Government Unit" shall mean any municipal corporation or political subdivision of the state,
including without limitation any city, town, county, school district, or other special taxing district or assessment or service
district authorized by law to borrow money or any board, agency, or department of the state, or the board of regents of the
Montana university system when authorized by law to borrow money.
"Event of Default" means any occurrence or event described in Article X hereof.
"Fiscal Year" means the fiscal year of the Borrower beginning on July I and ending June 30.
"Governing Body" shall mean (i) with respect to a county, the Board of County Commissioners, (ii) with
respect to a city, the City Council or Commission, and (iii) with respect to a school district, county water or sewer district,
hospital district, rural fire district, or any other special purpose district, the Board of Trustees.
"Indenture" means that certain Indenture of Trust, dated as of March 1, 1991, by and between the Board
and the Trustee, as originally executed or as it may from time to time be supplemented, modified or amended in
accordance with its terms.
"Initial Adjustment Date" means the first February 16 following the date of the Agreement.
"Initial Interest Rate" means the Loan Rate from the date of the Agreement to the initial Adjustment
Date.
"Loan" means the loan of money by the Board to the Borrower under the terms of this Agreement
pursuant to the Act and the Borrower Act, evidenced by the Note.
"Loan Agreement" or "Agreement" means this Agreement, including, the attachments hereto, and the
Security Instrument; if any, as originally executed or as they may from time to time be supplemented modified or
amended in accordance with the terms hereof and of the Indenture.
".Loan Date" means the date of closing a Loan.
"Loan Rate" means the rate of interest on the Loan as provided for in Section 5.01 of this Agreement.
"Loan Repayment Date" means February 15th and August 15th or, if any such day is not a Business Day,
the next Business Day thereafter, during the term of the Loan.
Agreement.
"Loan Repayments" means the payments payable by the Borrower pursuant to Article V of this
"Loan Tenn" means the term provided for in Article V of this Agreement.
"Maximum Interest Rate" means the maximum rate of interest on the Bonds which shall not exceed
fifteen percent (15%) per annurn.
"Note" means the promissory note executed and delivered by the Borrower attached hereto and made a
part hereof.
"Program" means the Board's INTERCAP Program established under the Act and pursuant to which the
Board finances projects for Eligible Government Units.
"Program Expenses" means the expenses of the Program, including (without limitation) the fees and
expenses of the Trustee and such other fees and expenses of the Program or of the Board relating thereto as shall be
approved by the Board.
"Project" means those items of equipment, personal or real property improvements to be acquired,
installed, financed or refinanced under the Program and set forth in the Description of the Project/Summary of
Disbursements attached hereto.
"Proiect Costs" shall mean the portion of the costs of the Total Project to be financed by the INTERCAP
Loan. The Project Costs may not exceed the Loan Amount as set forth on the cover hereof.
"Security Instrument" means a Security Agreement in substantially the form set forth hereto, 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.
"Series Supplemental Indenture of Trust" means a Supplemental Indenture of Trust authorizing the
issuance of an additional series of bonds in accordance with the provisions of the Indenture.
"State" means the state of Montana.
"Subsequent Interest Adjustment Date or Subsequent Adjustment Date" means February 16 in the years
the Loan remains outstanding.
"Term Sheet" shall mean the document containing the terms and conditions issued by the Board to the
Borrower that must be satisfied prior to entering into a Loan Agreement.
4
"Term Sheet Issuance Date" means the date the Board executes its Term Sheet under the Board's
Program.
"Total Project" shall mean the project as described in Section 14 of the Term. Sheet and/or Section 2 of
the application, of which some or all is to be financed by the INTERCAP Loan.
"Total Project Costs" shall mean the entire cost of acquiring, completing or constructing the project as
further described in Section 14 of the Terms & Conditions Sheet and/or Section 2 of the application.
"Trustee" means the U.S. Bank Trust National Association MT (formerly known as First Trust Company
of Montana National Association), a corporation organized and existing under the laws of the United States, or its
successor as trustee as provided in the Indenture.
Section I.02. Rules of Interyretation.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise
requires:
(a) "This Agreement" means this instrument as originally executed and as it may from time to time be
modified or amended.
(b) All references in this instrument to designated "Articles", "Sections" and other subdivisions are to
the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words
"herein"."hereof', "hereunder", and "herewith" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision.
(e) The terms defined in this Article have the meanings assigned to them in this Article and include the
plural as well as the singular.
(d) All accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles.
(e) The terms defined elsewhere in this Agreement shall have the meanings therein prescribed for them.
(f) Words of the masculine gender shall be deemed and construed to include correlative words of the
feminine and neuter gender.
(g) The headings or captions used in this Agreement are for convenience of reference only and shall not
define or limit or describe any of the provisions hereof or the scope or intent hereof.
(h) This Agreement shall be construed in accordance with the laws of the State.
Section 1.03. Attachments
The following are attachments and a part of this Agreement:
Description of the Project/Summary of Disbursements.
Borrower's Draw Certificate.
Promissory Note.
Opinion of Borrower's Counsel.
Certificate of Appropriation (if applicable).
Form of Security Instrument (if applicable).
ARTICLE 11. REPRESENTATIONS COVENANTS AND WARRANTIES OF BORROWER.
Section 2.01, Representations and Warranties.
Borrower represents and warrants for the benefit of the Board, the Trustee and the Bondholders as follows:
(a) Organization and Authority. The Borrower:
(1) is a political subdivision of the State of Montana; and
(2) has complied with all public bidding and other State and Federal laws applicable to this
Agreement and the acquisition or installation of the Project.
(b) Full Disclosure. There is no fact that the Borrower has not disclosed to the Board or its agents in
writing that materially adversely affects or (so far as the Borrower can now foresee), except for pending or
proposed legislation or regulations that are a matter of public information affecting the ability of the Borrower to
levy property taxes, collect fees and charges for services provided by the Borrower or otherwise receive
revenues, that will materially adversely affect the properties, activities, prospects or condition (financial or
otherwise) of the Borrower or the ability of the Borrower to make all repayments and otherwise perform its
obligations under this Agreement, the Note, and the Security instrument.
(c) Pending Litigation. There are no proceedings pending, or to the knowledge of the Borrower
threatened against or affecting the Borrower in any court or before any governmental authority or arbitration
board or tribunal that, if adversely determined, would materially adversely affect the properties, activities,
Prospects or condition (financial or otherwise) of the Borrower, or the ability of the Borrower to snake all Loan
Repayments and otherwise perform its obligations under this Agreement, the Note, and the Security Instrument,
and that have not been disclosed in writing to the Board.
(d) Borrowing Legal and Authorized. The transaction provided for in this Agreement, the Note, and the
Security Instrument:
(1) are within the powers of the Borrower and have been duly authorized by all necessary
action on the part of the Borrower, including the adoption of a resolution substantially in the form
provided hereto with such modification as may be provided by the Board; and
(2) will not result in any breach of any of the terms, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Borrower pursuant to any indenture, loan agreement or other instrument (other
than this Agreement, the Note, and the Security Instrument) to which the Borrower is a party or by
which the Borrower may be bound, nor will such action result in any violation of the provisions of any
state laws, or ordinances or resolutions of the Borrower; and
(3) the amount of the Loan represented hereby has been added to the amount of all other
outstanding debt of the Borrower and together therewith does not result in the Borrower exceeding its
statutory debt limitation.
(e) No Violation. No event has occurred and no condition exists that, upon execution of this
Agreement, the Note, .and the Security instrument or receipt of the Loan, would constitute a Default or an Event
of Default. The .Borrower is not in violation in any material respect, and has not received notice of any claimed
violation, of any term of any agreement, statute, ordinance, resolution; bylaw or other instrument to which it is a
party or by which it or its property may be bound.
(f) Use of Proceeds. The Borrower will apply the proceeds of the Loan solely to finance the Project
Costs described in the Description of the Project/Summary of Disbursements attached hereto. In addition; 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).
(g) Completion of the Total Project, Pa ent of 'Total Protect Costs. The Borrower shall proceed
diligently to complete the Total Project and to obtain the necessary funds to pay the Total Project Costs thereof.
The Borrower shall pay any amount required for the acquisition, construction and equipping of the Total Project
in excess of the Loan Amount as set forth on the cover hereof.
Section 2.02. Particular Covenants of Borrower.
(a) Compliance with Statutory Requirements. Competitive Bidding. Montana Labor Laws
Environmental Review and Other Le al Re uirements. The Borrower has complied with all statutory
requirements, including competitive bidding and labor requirements and environmental review, applicable to the
acquisition and construction of the Project.
(b) Maintenance and Use of Project. The Borrower shall maintain the Project in good condition, make
all necessary renewals, replacements, additions, betterments and improvements thereto and maintain insurance
with respect to the Project, its other properties and its operations in such amounts and against such risks as are
customary for governmental entities such as the Borrower.
(c) Ennancial Reports and Audits. The Borrower shall comply with the provisions of Title 2, Chapter 7,
Part S Montana Code Annotated and shall file with the Board financial reports and audits when such reports and
audits are required to be filed by the Department of Commerce.
(d) Security Interest. The Borrower shall grant the Board a first security interest in the Project being
financed by the Loan to the extent allowed by law, by executing and delivering the Security Instrument.
(e) Liens. The Borrower shall not create, incur or suffer to exist any lien, charge or encumbrance on the
property constituting the Project prior to the security interest granted hereunder other than (i) any security
interest or lien pursuant to a loan agreement, mortgage, deed of trust, indenture or similar financing agreement of
the Borrower in force and effect as of the date of this Agreement which creates a security interest or lien in
after -acquired property of the Borrower and which is approved in writing by the Board, (ii), any security interest,
mortgage or deed of trust permitted in writing by the Trustee, or (iii) any security interest or lien imposed or
arising by statute or operation of law.
(f) Expenses. The Borrower will, at the request of the Board, pay all expenses relating to the Loan, the
Note, and the Security Instrument and this Agreement, including but not limited to:
(1) The Borrower will cause all financing statements necessary to be filed in connection with
the security interest granted in the Security Instrument, if any is required hereunder, to be executed and
filed, at Borrower's expense.
ARTICLE III. LOAN TO BORROWER.
Subject to the terms and conditions of this Agreement, the Board hereby agrees to loan and advance to
the Borrower, and the Borrower agrees to borrow and accept from the Board, the Loan in the principal amount not to
exceed the Loan Amount as set forth on the cover hereof.
ARTICLE IV. LOAN PROVISIONS.
Section 4.01. Commencement of Loan Agreement
This Agreement shall commence on the date hereof unless otherwise provided in this Agreement.
Section 4.02. Termination of Agreement._
This Agreement will terminate upon payment in full of all amounts due under this Agreement and upon the full
and complete performance and payment of all of the Borrower's other obligations hereunder. Until such termination, all
terms, conditions, and provisions of this Agreement shall remain in full force and effect.
Section 4.03. Tenn of Loan A[Yreemcnt.
This Agreement shall be valid for the entire loan amount approved for one year from the Tern? Sheet Issuance
Date. Beginning one year after the Term Sheet Issuance Date, the Board may refuse to make a loan advance if the Board
determines that there has been a material adverse change in the circumstances of the Borrower.
Section 4.04, Loan Closing Submissions.
Concurrently with the execution and delivery of this Agreement, the Borrower is providing to the Board and the
Trustee, the following documents (except that the Board may waive any of such documents):
(a) A certified resolution of the Borrower in form and substance substantially identical to that provided
hereto; provided, however, that the Board may permit variances in such certified resolution from the form or
substance of such resolution if, in the good faith judgment of the Board, such variance is not to the material
detriment of the interests of the Program, the Bondholders and such certified resolutions are acceptable to the
Trustee;
(b) An opinion of the Borrower's counsel in form and substance substantially identical to the Attorney's
Opinion hereto; provided, however, that the Board may permit variances in such opinion from the form or
substance of such Attomey's Opinion if, in the good faith judgment of the Board, such variance is not to the
material detriment of the interests of the Program, the Bondholders and such opinion is acceptable to the Trustee;
(c) The executed Security Instrument, attached hereto, required by the Board, including evidence of
filing of a financing statement, if any, in every office in which it is required to be filed in order to perfect the
security interest of the Board in the personal property pledged pursuant to the Security Instrument;
(d) A bill, or bills of sale, construction contract or contracts; invoice or invoices, purchase order or
purchase orders or other evidence satisfactory to the Board that the Project has been purchased, ordered,
constructed or installed by the Borrower or that any construction has been substantially completed and that
payment therefor is due and owing or, if the Borrower is to be reimbursed, that payment has been made; and for
any debt being refinanced, the canceled note or other financing document or other evidence satisfactory to the
Board of sueh refinancing;
(e) Such other closing documents and certificates as the Board may reasonably request.
Section 4,05. Initial and Subsequent Draws of Loan.
For the initial draw of the Loan, the Borrower shall deliver to the Board an executed copy of the Agreement,
complete with all attachments as listed in Section 4.04 including the Note and the Agreement Resolution and other
documents the Board requires.
.For subsequent draws, if applicable, the Borrower shall deliver to the Board, an executed copy of a Disbursement
Request and Security Instrument, if required, and any other documents the Board requires.
ARTICLE V. LOAN REPAYMENTS AND NOTE.
Section 5.01. Payment of Loan Repayments
(a) The Loan Repayment Dates shall be on February 15 and August 15 of each year with the first Loan
Repayment Date determined as follows:
First Loan
Payment
Date of Draw
Repayment Date
Consi�stilg„ of:
February 15 through April 17
August 15
Principal and Interest
April 18 through June 16
August 15
Interest only
.Tune 17 through August 14
February 15
.Principal and interest from
date of draw
August 15 through October 18
February 15
Principal and Interest
October 19 through December 17
February 15
Interest only
December 18 through February 14
August 15
Principal and interest from
date of draw
(b) Borrower hereby agrees to make Loan Repayments to the Trustee on each Loan Repayment Date to
be calculated by the Trustee and consisting of the sum of the following items:
(i) Principal in an amount based upon the initial Amortization Schedule, the Amortization
Schedule being initially determined utilizing the Initial Interest Rate. Each advance of the principal of
the Loan as shown on the Amortization Schedule shall be repaid in semiannual installments on each
Loan Repayment Date commencing on the first Loan Repayment Date following the date thereof and
ending on the final maturity date set forth on the Amortization Schedule. Principal payments will not be
adjusted but the interest payment will be adjusted as provided in Section 5.01 hereof.
(ii) Interest for each Adjustment Period at the Loan Rate.
(c) The Loan Rate shall equal the interest rate on the Board's bonds, as determined pursuant to Section
3.03 of the Indenture, plus up to 1 1/2% per annum as is necessary to pay the Borrower's share of Program
Expenses as determined by the Board. The interest rate on the Bonds shall not exceed 15% per annum.
(d) Within thirty days of the Adjustment Date the Trustee shall calculate the new interest component of
the Loan Repayments and shall send a revised Amortization Schedule to the Borrower showing the amount of
the Borrower's semiannual Loan Repayments.
(e) Loan Repayments may be made by check or wire transfer of funds to the Trustee.
Section 5.02. Delinquent Loan Pa ents.
From and after any Loan Repayment Date, until repaid, the Loan shall bear interest at a rate equal to two percent
on the yield (coupon equivalent) as of the Loan Repayment Date, on United States of America Treasury Bills of a
duration as close as possible to the term over which the Loan Repayment is delinquent.
Section 5.03. The Note.
On the date of this Agreement, the Borrower shall execute the attached Note. The obligations of the Borrower
under the Note shall be deemed to be amounts payable under Section 5.01. Each payment made to the Trustee pursuant
to the Note shall be deemed to be a credit against the corresponding obligation of the Borrower under Section 5.01 and
any such payment made to the Trustee shall fulfill the Borrower's obligation to pay such amount hereunder and under the
Note.
ARTICLE VI. TERM.
The terns of the Loan will be a maximum of ten (10) years and the specific term for each loan draw will be set
forth in the Borrower's Draw Certificate.
ARTICLE VII. OBLIGATIONS OF BORROWER UNCONDITIONAL
Section 7.01. Obligations of Borrower.
The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional
without any defense or right of set off, counterclaim or recoupment by reason of any default by the Board under the Loan
Agreement or under any other indebtedness or liability at any time owing to the Borrower by the Board or for any other
reason.
ARTICLE VIII. FINANCIAL COVENANTS_ {GENERAL FUND).
Section 8.01. 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 I5-10-420, as amended (the Property Tax Limitation Act). The Borrower is familiar with the Property Tax
Limitation Act and acknowledges that the Loan Repayments to be made under the Agreement and Note are not
exceptions to the provisions of the Property Tax Limitation Act. The Borrower represents and covenants that such Loan
Repayments can and will be made from revenues available to the Borrower, notwithstanding the provisions of the
Property Tax Limitation Act.
Section 8.02. Levy and.Appropriate Funds to Rea Loan.
The Borrower agrees that in order to meet its obligation to make the Loan Repayments and all other payments
hereunder that it will budget for as authorized and appropriate from taxes or any other available sources in each fiscal
year during the term of this Agreement an amount sufficient to pay the principal of and interest hereon within the
limitations of the Property Tax Limitation Act and will reduce other expenditures if necessary to make the payments
hereunder when due.
Section 8.03. Reports and O inion; Ins ections.
(a) The Borrower shall deliver to the Board by no later than August 15 of each year during the term of
this Agreement, a certificate in substantially the form attached hereto that the Governing Body of the Borrower
has budgeted and appropriated for the then current Fiscal Year an amount sufficient to make the Loan
Repayments due in that Fiscal Year, as required in Article VIII hereof.
(b) The Borrower agrees to permit the Board and the Trustee to examine, visit and inspect, at any
reasonable time, the property constituting the Project, and the Borrower's facilities, and any accounts, books and
records, including its receipts, disbursements, contracts, investments and any other matters relating thereto and to
its financial standing, and to supply such reports and information as the Board or the Trustee may reasonably
require.
ARTICLE IX. DISCLAIMER OF WARRANTIES.
THE BOARD AND ITS AGENTS MAKE NO WARRANTY OR REPRESENTATION, EITHER
EXPRESSED OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS
FOR ANY OR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PROJECT OR ANY PORTION
THEREOF OR ANY OTHER WARRANTY WITH RESPECT THERETO. In no event shall the Board or the Trustee
or their respective agents be liable for any incidental, indirect, special or consequential damages in connection with or
arising out of this Agreement or the Project or the existence, furnishing, functioning or Borrower's use of the Project or
any item or products or services provided for in this Agreement.
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ARTICLE X. OPTION TO :PRE -PAY LOAN.
The Borrower may prepay the Loan in whole or in part upon giving 30 days prior written notice to the
Board.
If the Loan is prepaid in part, the principal amount of the Loan shall be reduced by the portion of the
prepayment representing principal and the Loan shall be reamortized by ratably reducing the principal portion of each
remaining Loan Repayment.
ARTICLE XI. ASSIGNMENT.
Section 11.01. Assignment by. or Trustee.
(a) The Borrower expressly acknowledges that all right, title and interest of the Board in and to this
Agreement (except for the rights of the Board to indemnification pursuant to Section 13.08 hereof) the Note, and
the Security Instrument have been assigned to the Trustee, as security for the Bonds, under and as provided in
the Indenture, and that if any Event of Default shall occur. the Trustee shall be entitled to act hereunder in the
place and stead of the Board. In addition, the Borrower acknowledges that the Board has appointed the Trustee
as servicer entitled to act hereunder in the place and stead of the Board. This Agreement, the Note, and the
Security Instrument, including (without limitation) the right to receive payments required to be made by the
Borrower hereunder and to compel or otherwise enforce performance by the Borrower of its other obligations
hereunder, may be further assigned and reassigned in whole or in part to one or more assignees or subassignees
by the Trustee at any time subsequent to their execution without the necessity of obtaining the consent of the
Borrower. Forthwith upon any such assignment the Trustee shall notify the Borrower thereof.
(b) The Borrower acknowledges that payment of the Bonds does not constitute payment of the amounts
due under this Agreement.
Section 11.02. AssigLiment by Borrower.
This Agreement may not be assigned or encumbered by the Borrower for any reason without the express written
consent of the Trustee and the Board.
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.
Section 12.01. Events of Default Defined.
If any of the following events occur, it is hereby defined as and declared to be and to constitute an "Event of
Default":
(a) Failure by the Borrower to pay any Loan Repayment required to be paid hereunder at the time
specified herein and the continuation of such failure for a period of three (3) days after telephonic or telegraphic
notice by the Trustee that such payment has not been received,
(b) Failure by the Borrower to observe and perform any covenant, condition or agreement on its part to
be observed or performed under this Agreement, other than as referred to in Section 12.01(a) for a period of
thirty (30) days after written notice, specifying such failure and requesting that it be remedied, is given to the
Borrower by the Trustee, unless the Trustee shall agree in writing to an extension of such time prior to its
expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period,
the Trustee will not unreasonably withhold their consent to an extension of such time if corrective action is
instituted by the Borrower within the applicable period and diligently pursued until the Default is corrected;
(c) Any warranty, representation or other statement by or on behalf of the Borrower contained in this
Agreement or in any instrument furnished in compliance with or in reference to this Agreement or in connection
with the Loan, is false or misleading in any material respect;
(d) The Borrower files a petition in voluntary bankruptcy under the United States Bankruptcy Code or
seeks relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the
filing of any petition against it under such law;
(e) The Borrower is generally not paying its debts as such debts become due, or becomes insolvent or
bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a
receiver, liquidator or trustee) of the Borrower or any of its property is appointed by court order or takes
possession thereof and such order remains in effect or such possession continues for more than 30 days;
(f) A default occurs under the Security Instrument, if any.
Section 1.2.02. Notice of Default.
The Borrower agrees to give the Trustee and the Board prompt written notice if any petition referred to in
Section 12.01(d) is filed by the Borrower or of the occurrence of any other event or condition which constitutes a Default
or an Event of Default immediately upon becoming aware of the existence thereof.
Section 12.03. Remedies on Default.
If an Event of Default referred to in Section 12.01(d) shall have occurred, the Trustee shall declare the Loan and
all other amounts due hereunder to be immediately due and payable, and upon notice to the Borrower the same shall
become due and payable without further notice or demand. Whenever any Event of Default referred to in Section 12.01
hereof shall have happened and be continuing, the Trustee or the Board shall have the right to take any action permitted
or required pursuant to the Indenture and shall take one or any combination of the following remedial steps;
(a) Declare the Loan and all other amounts due hereunder to be immediately due and payable, and upon
notice to the Borrower the same shall become immediately due and payable by Borrower without further notice
or demand; and
(b) Take whatever other action at law or in equity may appear necessary or desirable to collect the
amounts then due and thereafter to become due hereunder or to enforce any other of its or the Board's rights
hereunder, including without limitation, the appointment of a receiver as provided in the Act.
Section 12.04. Attorneys Fees and Other Ex enses.
The Borrower shall on demand pay to the Board or the Trustee the reasonable fees and expenses of attorneys and
other reasonable expenses incurred by either of them, or by any agency of the State selected by the Board to act on its
behalf or by the Attorney General, in the collection of Loan Repayments or any other sum due or the enforcement of
performance of any other obligations of Borrower upon an Event of Default.
Section 12.05. Application of Moneys.
Any moneys collected by the Board or the Trustee pursuant to Section 12.03 hereof shall be applied (a) first, to
pay any attorney's fees or other fees and expenses owed by Borrower pursuant to Section 12.04 hereof; (b) second, to pay
interest due on the Loan; (c) third, to pay principal due on the Loan; (d) fourth, to pay any other amounts due hereunder;
and (e) fifth, to pay interest and principal on the Loan and other amounts payable hereunder but which are not due, as
they become due (in the same order, as to amounts which come due simultaneously, as in (a) through (d) in this Section
12.05).
12
Section 12.06. No Remedy Exclusive, Waiver and Notice.
No remedy herein conferred upon or reserved to the Board or the Trustee is intended to be exclusive and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or
hereafter existing at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any
Default or Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but
any such right, remedy or power may be exercised from time to time and as often as may be deemed expedient. In order
to entitle the Board or the Trustee to exercise any remedy reserved to it in this Article X11, it shall not be necessary to give
any notice, other than such notice as may be required in this Article X11.
ARTICLE XSI1. MISCELLANEOUS.
Section 13.01. Notices.
All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given
when hand delivered or five days after mailed by registered or certified mail, postage prepaid, to the Borrower at the
address specified on the cover hereof and to the other parties at the following addresses:
(1) Board: Montana Board of Investments
Attn: Bond Program Office
P.O. Box 200126
Helena, Montana 59620-0126
(2) Trustee: U.S. Bank Trust National Association MT
Corporate Trust Department W AIH 1022
1420 Fifth Avenue, 7£' Floor
Seattle, WA 98101
Any of the parties may, by notice in writing given to the others, designate any further or different addresses to which
subsequent notices, certifies or other communications shall be sent.
Section 13.02. Binding Effect,
This Agreement shall inure to the benefit of and shall be binding upon the Board, the Borrower and their
respective successors and assigns.
Section 13.03. Severability.
In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent
Jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
Section 13.04. Amendments Changes and Modifications.
This Agreement may not be amended by the Board and. the Borrower unless such amendment shall have been
consented to in writing by the Trustee.
Section 13.05. Execution in Counterparts.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
13
Section 13.06. Applicable Act.
This Agreement shall be governed by and construed in accordance with the laws of the State.
Section 13.07. Consents and Approvals.
Whenever the written consent or approval of the Board shall be required under the provisions of this Agreement,
such consent or approval may be given by the Executive Director of the Board, unless otherwise provided by law or by
rules, regulations or resolutions of the Board or unless delegated to the Trustee.
Section 13.08. Indemnity.
The Borrower agrees to indemnify and hold harmless the Board and the Trustee, their respective officers,
employees and agents, from and against any and all losses, claims, damages, liability or expenses, of every conceivable
kind_ character and nature whatsoever, including, but not limited to, losses, claims, damages, liabilities or expenses
(including reasonable fees for attorneys, accountants, consultants and other experts) (collectively referred to hereinafter in
this Section 13.08 as "Damages") as follows:
(a) For all Damages arising out of, resulting from or in any way connected with the Loan or this
Agreement, without limitation; and
(b) For all Damages arising out of,, resulting from or in any way connected with the acquisition,
construction, installation and operation of the Project.
Notwithstanding the foregoing, the Borrower shall have no liability for damages solely arising out of, resulting from or
connected to the Loan or Agreement of any other Borrower.
Section 13.09. Waiver of Personal Liability.
No member, officer, agent or employee of the Board shall be individually or personally liable for the making of
the Loan or be subject to any personal liability or accountability by reason hereof; but nothing herein contained shall
relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this
Agreement.
Section 13.10. Captions.
The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Agreement.
14
IN WITNESS WHEREOF, the Board has executed this Agreement by its duly authorized officers and
the Borrower has caused this Agreement to be executed in its name by its duly authorized officers. All of the above
occurred as of the date first above written.
WITNESS OR ATTEST:
By Theresa White
Its City Clerk
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
By Louise Welsh
Its Bond...Program Officer
CITY OF KALISPELL
By Tames Patrick
Its City Manager
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DESCRIPTION OF THE PROJECT/SUMMARY OF DISBURSEMENTS
FOR
CITY OF KALISPELL
Description of Project
Allocates
Amount
of Loan
2003 American La France Eagle Pamper Fire Truck $279,900.00
Amount
Amount
Amount
Remaining
Draw
Description
Allocated
Date
of
Remaining
Reserved
#
of'Item
for item
of Draw
Dram-
for item
Amount
Reserved Amount
$279,900.00
1168-01
# I above
$279,900.00
4/22/2005
279,900.00
0.00
0.00
DESCRIPTION OF PRO" EC:SUNINIARY OF DISBURSEMENTS - I
BORROWER'S DRAW CERTIFICATE NO. 1
FOR DISBURSEMENT OF FUNDS
UNDER THE LOAN AGREEMENT
The undersigned, Authorized Representative of the City of Kalispell (the "Borrower") under the
Loan Agreement, dated as of April 22, 200E (the "Loan Agreement"), by and between the Board of Investments of
the state of Montana (the "Board"), certify pursuant to Section 4.04, as follows:
l . We have read Section 4.05 of the Loan Agreement and the subsections of Section 4.04
referred to therein and have reviewed appropriate records and documents of the Borrower relating to matters covered
by this Certificate. All capitalized terms used in this Certificate shall have the meanings given them in the Loan
Agreement unless otherwise defined herein;
2. All terms and conditions of the Loan Agreement to be complied with by the Borrower as of
the date hereof have been complied with and satisfied, and all documents described in Section 4 have been delivered;
3. The item number, amount, and nature of each item of Project Costs, as shown on the
attached Borrower's Cash Advance Certificate, hereby requested to be reimbursed or paid to the Borrower (a) has
been paid or incurred, (b) is an eligible Project Cost, and (c) has not been previously reimbursed or paid by the
Program under the Loan Agreement;
4. To our knowledge after reasonable investigation, there has been no default by the Borrower
under the Loan Agreement, which has not been cured; and
5. All representations and warranties made by the Borrower in the Loan Agreement are true
and correct on and as of the date of this Borrower's Certificate with the same effect as if made on such date.
You are hereby requested to advance pursuant to Section 4.05 of the Loan Agreement the amount
shown on the Borrower's Cash Advance Certificate and make payment to the entitled entity to receipt thereof as
shown on said Certificate.
WITNESS my hand this 22nd day of April, 2005.
CITY OF KALISPELL
By James Patrick
Its City Manager -
.-MORN
By Theresa White
Its Citv Clerk
BOB ROWER'S DRAW CERTIFICATE - 1
BORROWER'S CASH ADVANCE CERTIFICATE NO. I
I. Closing Date for Loan: April 22, 2005
2. Cash Amount to be Advanced (wire): $279,900.00
3. The Term Over Which the Loan Advance is to be Amortized:
April 22, 2005 through August 15, 2015 (10 years)
4. Items to be Financed (serial number, model) -
Item
2003 American La France Eagle Pumper Fire Truck
SPECIAL INSTRUCTIONS:
- wire funds to: Glacier Bank
ABA # 292970825
For Cr To City of Kalispell
Acct. #010163583
Serial and
Model Number Amount
4Z3AAACG23RK64504 S 279,900.00
BORROWER'S DRAW CERTIFIC,ATF - 2
Fire Trucks Plus Invoice No. 126
9020 Rancho Park Court
Rancho Cucamonga, CA 91730
(909) 466-7447 fax (909) 466-7459
WVOICE
Customer
Dame Kalispell Fire Department
Address 3-121 1st Avenue E _
City Kalispell State MT zip 59901
Phone Chief Randy Brodehf - rbrodehlQkaPispelf.carn
1 2003 American La France Eagle Pumper
�Vin# 4Z3AAACG23RK64504
Includes:
Delivery
Letter truck
DOT inspection
Pump test
Travel expenses
see attached equipment list and specification street
1 . � 10°/0 deposit
AS/IS - No Warranty expressed or implied
raymunt urLain5
Cash
O Cheek
O Credit Card
Larne
cc #
Expires
Thank you for your order
Date 1/27/2005
Order No. 1
Rep Pamela/Peui
FOS Kalispell, Montana
Unit Price T TOTAL
$279,900, 00
($27, s90.00)
,5vbTotal
Shipping & Handling
Taxes Sales Tax
TOTAL
(,Office Use i3My
Visit ourwebsite at www.firetrucksplus_co
2-b
$$279, 900.00
($27,990.00)
$26t , 910.00
Loan # 1168
PROMISSORY NOTE
FOR VALUE RECEIVED, the City of Kalispell, a political subdivision organized under the laws of the
state of Montana (the "Borrower"), hereby promises to pay to the order of the Board of Investments of the State of
Montana (the "Board") the principal amount of TWO HUNDRED SEVENTY-NINE THOUSAND NINE HUNDRED
DOLLARS ($279,900.00) or such lesser amount as shall actually be advanced to the Borrower under the Loan
Agreement (hereinafter defined) as evidenced by the Amortization Schedule attached hereto and as annually revised by
March 15 for every year the loan advance is outstanding, together with interest thereon in the amount calculated as
provided in the Loan Agreement, payable semiannually on February 15 and August 15 in the amounts and as provided in
the Loan Agreement and as set forth hereto.
The maturity date of this loan as evidenced by this Promissory Note is August 15, 2015 or sooner at the
option of the Borrower pursuant to the Loan Agreement.
This Promissory Note is issued pursuant to the Loan Agreement dated as of April 22, 2005, between the
Board and the Borrower (the "Loan Agreement"), and issued in consideration of the loan made thereunder (the "Loan")
and in evidence of the obligations of the Borrower set forth in Section 5 thereof. This Promissory Note has been assigned
to the Trustee under the Indentures of the Program. Payments hereunder shall be made directly to the Trustee for the
account of the Board pursuant to such assignment. Such assignment has been made as security for the payment of the
Board of Investments' INTERCAP bonds. All of the terms, conditions and provisions of the Loan Agreement are, by this
reference hereto, incorporated herein as a part of this Promissory Note.
Pursuant to the Loan Agreement, advances shall be made to the Borrower under the Loan Agreement
from time to time upon the terms and conditions set forth in the Loan Agreement.
This Promissory Note is entitled to the benefits and is subject to the conditions of the Loan Agreement.
The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional without
any defense or right of setoff, counterclaim or recoupment by reason of any default by the Board under the Loan
Agreement or under any other indebtedness or liability at any time owing to the Borrower by the Board or for any other
reason.
This Promissory Note is subject to optional prepayment under the terms and conditions provided in
Article X of the Loan Agreement upon. giving 30 days prior written notice to the Board.
If an "Event of Default" occurs under Section 12.01 of the Loan Agreement, the principal of this
Promissory Note maybe declared due and payable in the manner and to the extent provided in Article XII of the Loan
Agreement.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and
things required by the Constitution and laws of the State of Montana to be done, to exist, to happen and to be performed
precedent to and in the issuance of this Note, in order to make it a valid and binding obligation of the Borrower according
to its terms, have been done, do exist, have happened and have been performed in regular and due form, time and manner
as so required; that the Borrower will, as authorized by and according to applicable provisions and limitations of law
annually levy sufficient tax receipts or collect sufficient revenues, as the case maybe, with other funds available therefor,
to pay the principal and interest hereon when due; and that this Note, together with all other indebtedness of the Borrower
outstanding on the date of original issue hereof and on the date of its actual issuance and delivery, does not exceed any
constitutional or statutory limitation of indebtedness of the Borrower.
PROMISSORY NOTE - 1
IN WITNESS WHEREOF, the City of Kalispell has caused this Promissory Note to be duly executed,
attested and delivered, as of this 22nd day of April, 2005.
CITY OF KALISPELL
By James Patrick
Its City Manager
A T T EST'F!
By Theresa White
Its City Clerk
Board of Investments of the State of Montana hereby assigns the foregoing Loan Agreement and
Promissory Note to U.S. Bank Trust National Association MT (formerly Down as First Trust Company of Montana), as
Trustee.
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
By Louise Welsh
Its Bond Program Officer
PROMISSORY NOTE - 2
MONTANA BOARD OF INVESTMENTS
ANNUAL ADJUSTABLE RATE TENDER OPTION
MUNICIPAL. FINANCE CONSOLIDATION ACT BONDS
(INTERCAP REVOLVING PROGRAM)
Municipality:
City of Kalispell
Final Loan Payment:
Total Loan Commitment:
$279,900.00
Total N of Loan Payments:
Total Draws to Date:
Loan/Draw Number:
This Draw Down:
279,900.00
Date of this Draw:
Remaining Loan Commitment:
$0.00
Date of loan Agreement:
Project:
Fire Truck
Series:
Payment Interest
# Days
Interest
Principal
O/S Loan
Due Rate
Due
Pavment
Payment
Balance
"Beginning Balance"
279,900.00
08/15/05 3.800%
115
3,351.13
0.00
279,900.00
02/15/06 3.800%
184
5,361.81
11,591.21
268,308.79
08/15/06
181.
11,897.05
256,411.74
02/I5/07
184
32,041.15
244,370.58
08/15/07
181
12,348.14
232,02244
02/15/08
194
12,508,36
219,514.08
08/15/08
182
12,805.04
206,709.04
02/15/09
184
13,004.09
193,704.96
08/15/09
181
13,302.88
180,402.08
02/ 15/ 10
184
13,497.21
166,904.87
08/15/10
181
13,807.89
153,096.98
02/15/11
184
14,020.27
139,076.71
08/ 15/ 11
181
14,3 32.28
124,744A3
02/15/12
184
14,563,39
110,181.04
08/15/12
182
14,871.02
95,310.02
02115/13
184
15,132.23
80,17T79
08/15/13
181
15,442.16
64,735.62
02/15/14
184
15,712.93
49,022.69
08/15/14
181
16,029.24
32,993.45
02/15/15
184
16,320.99
16,672.46
08/15/15
181
16,672.46
0.00
August 15, 2015
20
1168 1
April 22, 2005
April 22, 2005
98
Total Amount
of Pavment
3,351.13
16,953,02
COMMENTS: 279,900,00
Interest payments shown from. February 16, 2005 to February 15, 2006 are computed at 3.80 percent. After
February 15, 2006 interest rates will be adjusted to reflect the adjusted interest rate applied on the outstanding
principal balance.
IMPORTANT: If payment is made by check, please send the enclosed amortization schedule(s) with
check for proper credit. Please make sure that SpA Lockbox CM9695 is on both the check and envelope.
Please mail a copy of the amortization
schedule with a check made payable to:
U.S. Bank Trust-SpA Lockbox CM9695
ATTN: Operations Center
1200 Energy Park Drive
St. Paul, MN 55108
OR Please wire funds to:
U.S. Bank N.A. (Minneapolis)
ABA 091000022
FFC: U.S. Bank Trust N.A.
Account # 180121167365
Fire Clearing Account #t 47300023
ATTN: 50364256/996103 DKO
INTERCAP: City of Kalispell
VEHICLE
OPINION OF BORROWER'S COUNSEL
[TO BE TYPED ON LETTERHEAD OF BORROWER'S COUNS ,m
TO BE DATED THE DATE OF CLOSING
(April 22, 2005)
Board of Investments
of the State of Montana
2401 Colonial Drive, 3d Floor
P.O. Box 200126
Helena, MT 59620-0126
U.S. Bank Trust National Association MT
Corporate Trust Department WWH1022
1420 Fifth Avenue, Vh Floor
Seattle, WA 98101
Ladies and Gentlemen:
I have served as counsel to the City of Kalispell (the "Borrower") in connection with its participation in
the INTERCAP Program (the "Program") of the Board of Investments of the State of Montana (the "Board"). Terms
used herein which are defined in the Loan Agreement, dated as of April 22, 2005, (the "Loan Agreement") between the
Borrower and the Board shall have the meanings specified therein. The resolution of the Borrower authorizing its
participation in the Program and the issuance of its Loan Agreement relating thereto is herein referred to as the Loan
Agreement Resolution.
I have examined, among other things:
i) the Borrower Act;
ii) the Loan Agreement dated as of April 22, 2005 and executed by the Borrower;
iii) the Promissory Note (the "Note") dated as of April 22, 2005 and executed by the
Borrower:
iv) Resolution No. of the Borrower, dated
Agreement Resolution");
(the "Loan
v) the Security Agreement (the "Security Agreement") from the Borrower to the Board,
dated as of April 22, 2005;
vi) the Notice of Lien with Title from the Borrower, as debtor, to the Board, as secured
party, mailed for filing on , to the office of the Registrar's Bureau, Department of Justice,
Deer Lodge, Montana;
vii) the proceedings of the Borrower NAith respect to the due execution and delivery by the
Borrower of the Loan Agreement, Note and Security Agreements (the Program. Documents), and such
certificates and other documents relating to the Borrower, the Program Documents and the Loan
Agreement Resolution of the Borrower and have made such other examination of applicable Montana
law and a review of the Borrower's actions with respect to applicable ordinances and resolutions as we
have deemed necessary in giving this opinion.
ATTORNEYS OPINION - I
Based upon the foregoing, we are of the opinion that:
(a) The Borrower is a political subdivision duly organized and validly existing
under the laws and Constitution of the State of Montana with full legal right, power and
authority to enter into, execute and perform its obligations under the Program Documents and
to carry out and effectuate the transactions contemplated thereunder.
(b) The execution of the Loan Agreement and Promissory Note have been duly
authorized and are valid, binding and enforceable against the Borrower in accordance with its
terms.
(c) The Loan Agreement Resolution of the Borrower has been duly adopted and is
valid, binding and enforceable against the Borrower in accordance with its terms.
(d) The Borrower has taken all action required to be taken by it to authorize the
execution and delivery of and the performance of the obligations contained in the Program
Documents; and such authorization is in full force and effect on the date hereof.
(c) The Borrower has complied with all applicable competitive bidding
requirements for the purchase, acquisition, and construction of the Project.
(f) No consent, approval, authorization, order, filing, registration, qualification,
election or referendum, of or by any person, organization, court or governmental agency or
public body whatsoever is required to be obtained by the Borrower in connection with the
execution, delivery and performance of the Program Documents or the consummation of the
other transactions effected or contemplated thereby.
(g) The execution, delivery and performance of the .Program Documents, and
compliance with the provisions thereof will not conflict with or constitute a breach of, a
violation of, or default under, the Constitution of the State of Montana, or any existing law,
charter, judgment, ordinance, administrative regulation, decree, order or resolution of or
relating to the Borrower and do not conflict with or result in a violation or breach of, or
constitute a default under, any agreement, indenture, mortgage, lease or other instrument, to
which the Borrower is a party or by which it is bound or to which it is subject.
(h) The Program Documents executed by the Borrower, when delivered to the
Board, will have been duly authorized and executed and will constitute validly issued and
legally binding obligations of the Borrower according to their terms.
(i) No other lien has been filed on this vehicle.
0) The Board has a direct and valid first security interest in the Project. The
Notice of Lien has been (or will be) duly filed for record in such manner at such places as
required by law, in order to give constructive notice of and to establish, preserve and protect the
lien and security interest of the Board on all properties of every kind described in the Security
Agreement. No other recording, filing, rerecording or refling is required.
It is understood that the enforceability of the Program Documents may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement or creditors rights.
Sincerely,
Borrower Attorney
ATTORNEY'S OPINION -?
SECURITY AGREEMENT
This SECURITY AGREEMENT (the "Security Agreement" or "Agreement") is made as of April 22,
2005 by and between City of Kalispell (the "Borrower"), an Eligible Government Unit, duly organized and validly
existing under the laws and Constitution of the state of Montana, and the Board of Investments of the State of Montana
(the "Board"). The Borrower enters this agreement in consideration of the loan to it by the Board and for the purpose of
securing the Borrower's performance of each and every covenant contained in this agreement and in that certain Loan
Agreement dated as of April 22, 2005 by and between the Board and the Borrower (the "Loan Agreement"). All right,
title and interest of the Board in this Agreement and the Collateral subject hereto shall be assigned to U.S. Bank Trust
National Association MT (formerly known as First Trust Company of Montana National Association and as the First
Trust Company of Montana) {the "Trustee"), as Trustee, under the Indenture of Trust dated March 1, 1991, a First
Supplemental Indenture of Trust dated as of March 1, 1992, and a Second Supplemental Indenture of Trust dated as of
June 1, 1994 (together the "Indenture") between the Board and the Trustee.
,Section 1. Grant.
The Borrower hereby grants the Board a security interest in all goods, equipment, machinery, inventory,
furniture, furnishings, fixtures, and all other tangible personal property of the Borrower described in this Security
Agreement, whether currently owned or hereafter acquired, together with all accessories, attachments, and additions
thereto and replacements therefor and all rents, income and proceeds therefrom (all such property being herein referred to
collectively as the "Collateral").
Section 2. Representations.
Borrower represents and warrants that the Collateral, or any part thereof, is not subject to, and shall be
kept free from, any security interest, lien or encumbrance other than permitted encumbrances as hereinafter defined in
Section 8 hereof ("Permitted Encumbrances").
Section 3. Covenants of the Borrower.
For the purpose of protecting and preserving the security of this Security Agreement, the Borrower
promises:
(a) (i) to care for and keep all of the Collateral in good condition and repair; (ii) not to remove,
demolish or substantially alter (except such alterations as may be required by laws, ordinances or regulations) the
Collateral; provided, however, that the Borrower may make such proper replacements, repairs, removals and
alterations as it shall in good faith determine to be necessary or advisable to maintain or enhance the efficiency
and value of the security created hereby; (iii) to comply with all laws, ordinances, regulations, conditions and
restrictions now or hereafter affecting the Collateral or any part thereof; (iv) not to commit or permit any waste
and not to permit any deterioration of the Collateral; and (v) not to commit, suffer or permit any act to be done
in, upon, or with the Collateral in violation of any law or ordinance if such act might have consequences that
would materially and adversely affect the financial condition, assets, properties or operation of the Borrower;
(b) to provide and maintain hazard insurance on the Collateral for its full replacement value; to
obtain such insurance from a company of the Borrower's choice, subject to the Trustee's and the Board's
approval: to name the Trustee and the Board as additional insured parties in such policies; to deliver duplicate
originals or certified copies of the policies of said insurance to the Trustee upon its request;
SECURITY AGREEMENT - i
(c) to appear in and defend any action or proceeding affecting or purporting to affect the security of
this Security Agreement, and additional or other security for any of the obligations secured hereby. or the
interest, rights, powers, or duties of the Trustee of the Board hereunder, it being agreed, however, that in the case
of an action or proceeding against the Trustee or the Board said Trustee or Board, at their option, may appear in
and defend any such action or proceeding and, in addition, it being agreed that the Trustee may commence any
action or proceeding deemed necessary by it to perfect, maintain or protect such interest, rights, powers or duties,
all in such manner and to such extent as it may see fit, and the Trustee is authorized to pay, purchase or
compromise on behalf of the Borrower any encumbrance or claim which in its judgment appears or purports to
affect the security hereof or to be superior hereto; to pay all costs and expenses, including costs of evidence of
title and attorney's fees in a reasonable sum, in any above described action or proceeding in which the Board or
the Trustee may appear-,
(d) to pay immediately and without demand all reasonable and necessary suers that the Trustee or
the Board expend to enforce the terms of this agreement, including attorneys' fees, with interest from date of
expenditure at the rate of twelve percent (12%) per annum; and
(e) (i) to inform the Trustee and the Board in writing of the location of such Collateral and of any
changes in the Collateral's location, to execute and deliver to the Trustee and the Board such financing
statements and other documents in a form satisfactory to the Trustee and the Board, (ii) to do all acts that may be
reasonably requested in order to establish and maintain a perfected interest in the Collateral, and (iii) to pay the
costs of filing any notices or statements in any public office in which the Trustee deems filing or recording to be
necessary or desirable.
Section 4. Acceptance Not Waiver.
By accepting payment of any sum secured hereby after its due date, neither the Trustee nor the Board
shall be deemed to have waived its right either to require prompt payment when due of all other sums so secured or to
declare default as herein provided for failure so to pay.
Section 5. Amendment, Additional Securit
Without affecting the liability of any other person liable for the payment of any obligation herein
mentioned, and without affecting the lien or charge of this Security Agreement upon any property not then or theretofore
released as security for the full amount of all unpaid obligations, the Trustee may, upon written request by the Board, and
without notice to the Borrower, release any person other than the Borrower so liable, extend the maturity or alter any of
the terms of any such obligation, or grant other indulgences or releases or cause to be released any portion or all of the
Collateral, release any other or additional security for any obligation herein mentioned, to make compositions or other
arrangements with debtors in relation thereto; and if the Trustee at any time holds any additional security for any
obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same at its option, either before
or concurrently herewith or after a sale is made hereunder.
Section 6. Right of Entry for Inspection.
ction.
The Trustee and the Board and their employees and agents may inspect the Collateral at any reasonable
time or times, regardless of where such Collateral is located.
Section 7, Entry, Possession, Operation of Equipment and Other Remedies.
If the Borrower fails or refuses to make any payment or to do any act which this agreement obligates it to
make or do at the time and in the manner herein provided, then the Trustee and the Board., in their sole discretion,
without notice to or demand upon the Borrower and without releasing the Borrower from any obligation hereof, are each
authorized to do any of the following:
SECURITY AGREEMENT - 2
(a) make any such payment or do any such act in such manner and to such extent as they may deem
necessary to protect the security hereof; or
(b) pay, contest or compromise any claim, debt, lien, charge or encumbrance which in the judgment
of the Trustee or Board may affect or appear to affect the security of this Security Agreement, the interest of the
Board or the rights, powers or duties of the Trustee or the Board hereunder.
In addition to any right or remedies it may have hereunder or otherwise, the Trustee or the Board shall
have all the rights and remedies of a secured party under the Uniform Commercial Code of Montana, including without
limitation, the right to dispose of such Collateral at public or private sale.
The Trustee and the Board are not obligated to make any of the payments or to do any of the acts
mentioned above, but, upon election so to do, employment of an attorney is authorized and payment of such attorney's
fees and of all other necessary expenditures is hereby secured.
Section 8. Permitted Encumbrances.
There are no Permitted Encumbrances allowed under this Agreement.
Section 9. Duration of Security Interest.
The security interest herein granted shall continue in full force and effect until all indebtedness hereby
secured shall have been fully paid and satisfied and all commitments of the Board to extend credit to or for the account of
the Borrower have expired.
Section 10. Additional Security.
The Trustee shall be entitled to enforce payment and performance of any indebtedness or obligations
secured hereby and to exercise all rights and powers under this Security Agreement or under any other agreement or any
lazes now or hereafter in force, notwithstanding that some or all of the indebtedness and obligations secured hereby are
now or shall hereafter be otherwise secured, whether by mortgage, deed of trust, security agreement, lien, or otherwise.
The obligation to repay the indebtedness secured hereby remains without reference to condition, disposition or location of
the Collateral. Neither the Trustee's acceptance of this Security Agreement nor its enforcement, whether by court action
or pursuant to the power of sale or other powers herein contained, shall prejudice or in any manner affect the Trustee's
right to realize upon or enforce any other security now or hereafter held by the Trustee or the Board.
Section. 11. Successors and Assigns.
This Security Agreement applies to, inures to the benefit of, and binds all parties hereto, the Board and
the successors and assigns of any of them.
Section 12. Severability.
If any provision hereof should be held unenforceable or void, in whole or in part, then such
unenforceable or void provision or part shall be deemed separable from the remaining provisions and shall in no way
affect the validity of the remainder of this Security Agreement.
Section 13. Notice of Actions.
The Trustee shall be under no obligation to notify any party hereto of any action or proceeding of any
kind in which the Borrower, the Board or the Trustee shall be a party, unless brought by the Trustee, or of any pending
sale under any other deed of trust or security agreement.
SECURITY AGREEMENT - 3
Section 14. Charge for Provision of Statement.
For any statement regarding the obligations secured hereby, a charge, which the Borrower agrees to pay,
may be made in an amount not exceeding the maximum allowed by law at the time any such statement is requested.
Section 15. Waiver of Statute of Limitations.
The right to plead any and all statutes of limitations as a defense to any demand secured by this Security
Agreement is hereby waived.
Section 16. Substitution of Trustee.
The Board may substitute a successor Trustee from time to time by recording at the places required by
law an instrument stating the election by the Board to make such substitution and identifying this Security Agreement,
Section 17. Choice of Law.
The laws of the state of Montana shall govern the construction and interpretation of this agreement.
Section 18. Notice.
Notices to the Borrower may be mailed to it at:
Attention:
or at such other address as the Borrower may file in writing
with the Trustee. Notices to the Trustee hereunder may be mailed to it at: U.S. Bank Trust National Association MT,
Corporate Trust Department WWH 1022, 1420 Fifth Avenue, 7"' Floor, Seattle, WA 98101, or at such other address as
the Trustee may file in writing with the Borrower. Notices to the Board may be mailed to the Board of investments of the
State of Montana, P.D. Box 200126, Helena, Montana 59620-0126
IN WITNESS WHEREOF, the Borrower has caused this Security Agreement to be duly executed as of
this 22nd day of April, 2005.
CITY OF KALISPELL
s�
By James Patrick
Its Citv Manager
A
A.L)
ATTESTFP`
"g
By Theresa White
Its City Clerk
SECURITY AGREEMENT - 4
For value received; the undersigned hereby grants, assigns and transfers to U.S. Bank Trust National
Association MT (formerly known as First Trust Company of Montana National Association and as First Trust Company
of Montana), as trustee under the Indenture of Trust dated March 1, 1991, between the undersigned and said trustee for
the holders of the Board of Investments of the state of Montana Annual Adjustable Rate Tender Option Municipal
Finance Consolidation Act Bonds (INTERCAP Revolving Program), Series 199 1, all of its right, title and interest in this
Security Agreement and the Collateral subject hereto,
Dated: April 22, 2005
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
By Louise Welsh
Its Bond Program Officer
SECURITY AGREEMENT - 5
DESCRUITION OF COLLATERAL
Serial and
Item Model Number Amount
2003 American La France Eagle Pumper Fire Truck 4Z3AAACG23RK64504 5279,900M
SECURITY AGREEIMEN'r - 6
CERTIFICATE OF APPROPRIATION
The undersigned Treasurer hereby certifies with respect to the Loan Agreement (the "Loan Agreement"), dated as of
April 22, 2005, by and between the City of Kalispell (the "Borrower") and the Board of Investments (the "Board") that;
The governing body of the Borrower will prepare its budget for the fiscal year 2006 and include in that
budget an amount designated and sufficient to snake the Loan Repayments (as defined in the "Loan
Agreement") due in fiscal year 2006.
Dated this 22nd day of April, 2005.
CITY OF KALISPELL
By Amy Robertson
Its Finance Director
CERTIFICATE OF APPROPRIATION - I
Street Address:
2401 Colonial Drive, 311' Floor
Helena, MT 59601
Mailing Address:
P.O. Box 200126
Helena, MT 59620-0126
September 10, 2015
BOARD
Department
Rick Wills, Finance Director
City of Kalispell
PO Box 1997
Kalispell, MT 59903
Re: INTERCAP Loan #1168 — $279,900.00
F re- Tvv, ,
Dear Mr. Wills:
Phone: 406/444-0001
Facsimile: 406 / 449-6579
Website: www.investmentmt.com
Enclosed is the original Promissory Note for your INTERCAP loan which has been paid in full.
Thank you for using the INTERCAP Program for your capital needs. We welcome the
opportunity to do business with you in the future. Please do not hesitate to call us at 444-0001
with any questions you may have regarding your future capital plans.
Sincerely,
Julie ynn
Bond Program Officer
Enclosure
a s
n
Loan #1168
r aC- -
PROMISSORY NOTE
1-5
FOR VALUE RECEIVED, the City of Kalispell, a political subdivision organized under the laws of the
state of Montana (the "Borrower"), hereby promises to pay to the order of the Board of Investments of the State of
Montana (the "Board") the principal amount of TWO HUNDRED SEVENTY-NINE THOUSAND NINE HUNDRED
DOLLARS ($279,900.00) or such lesser amount as shall actually be advanced to the Borrower under the Loan
Agreement (hereinafter defined) as evidenced by the Amortization Schedule attached hereto and as annually revised by
March 15 for every year the loan advance is outstanding, together with interest thereon in the amount calculated as
provided in the Loan Agreement, payable semiannually on February 15 and August 15 in the amounts and as provided in
the Loan Agreement and as set forth hereto.
The maturity date of this loan as evidenced by this Promissory Note is August 15, 2015 or sooner at the
option of the Borrower pursuant to the Loan Agreement. ^-
This Promissory Note is issued pursuant to the Loan Agreement dated as of April 22, 2005, between the
Board and the Borrower (the "Loan Agreement"), and issued in consideration of the loan made thereunder (the "Loan")
and in evidence of the obligations of the Borrower set forth in Section 5 thereof. This Promissory Note has been assigned
to the Trustee under the Indentures of the Program. Payments hereunder shall be made directly to the Trustee for the
account of the Board pursuant to such assignment. Such assignment has been made as security for the payment of the
Board of Investments' INTERCAP bonds. All of the terms, conditions and provisions of the Loan Agreement are, by this
reference hereto, incorporated herein as a part of this Promissory Note.
Pursuant to the Loan Agreement, advances shall be made to the Borrower under the Loan Agreement
from time to time upon the terms and conditions set forth in the Loan Agreement.
This Promissory Note is entitled to the benefits and is subject to the conditions of the Loan Agreement.
The obligations of the Borrower to make the payments required hereunder shall be absolute and unconditional without
any defense or right of setoff, counterclaim or recoupment by reason of any default by the Board under the Loan
Agreement or under any other indebtedness or liability at any time owing to the Borrower by the Board or for any other
reason.
This Promissory Note is subject to optional prepayment under the terms and conditions provided in
Article X of the Loan Agreement upon giving 30 days prior written notice to the Board.
If an "Event of Default" occurs under Section 12.01 of the Loan Agreement, the principal of this
Promissory Note may be declared due and payable in the manner and to the extent provided in Article XII of the Loan
Agreement.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and
things required by the Constitution and laws of the State of Montana to be done, to exist, to happen and to be performed
precedent to and in the issuance of this Note, in order to make it a valid and binding obligation of the Borrower according
to its terms, have been done, do exist, have happened and have been performed in regular and due form, time and manner
as so required; that the Borrower will, as authorized by and according to applicable provisions and limitations of law
annually levy sufficient tax receipts or collect sufficient revenues, as the case maybe, with other funds available therefor,
to pay the principal and interest hereon when due; and that this Note, together with all other indebtedness of the Borrower
outstanding on the date of original issue hereof and on the date of its actual issuance and delivery, does not exceed any
constitutional or statutory limitation of indebtedness of the Borrower.
PROMISSORY NOTE - 1
IN WITNESS WHEREOF, the City of Kalispell has caused this Promissory Note to be duly executed,
attested and delivered, as of this 22nd day of April, 2005.
M,
ATTEST:
By Theresa White
Its City Clerk
CITY OF KALISPELL
By James Patrick
Its City Manager
Board of Investments of the State of Montana hereby assigns the foregoing Loan Agreement and
Promissory Note to U.S. Bank Trust National Association MT (formerly known as First Trust Company of Montana), as
Trustee.
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
Byf Louise Welsh
Its Bond Program Officer
PROMISSORY NOTE - 2
MONTANA BOARD OF INVESTMENTS
ANNUAL ADJUSTABLE RATE TENDER OPTION
MUNICIPAL FINANCE CONSOLIDATION ACT BONDS
(INTERCAP REVOLVING PROGRAM)
Municipality:
City of Kalispell
Final Loan Payment:
August 15, 2015
Total Loan Commitment:
$279,900.00
Total # of Loan Payments:
20
Total Draws to Date:
Loan/Draw Number:
1168 1
This Draw Down:
279,900.00
Date of this Draw:
April 22, 2005
Remaining Loan Commitment:
$0.00
Date of Loan Agreement:
April 22, 2005
Project:
Fire Truck
Series:
98
Payment Interest
# Days
Interest
Principal
O/S Loan
Total Amount
Due Rate
Due
Payment
Payment
Balance
of Payment
"Beginning Balance**
279,900.00
08/15/05 3.800%
115
3,351.13
0.00
279,900.00
3,351.13
02/15/06 3.800%
184
5,361.81
11,591.21
268,308.79
16,953.02
08/15/06
181
11,897.05
256,411.74
02/15/07
184
12,041.15
244,370.58
08/15/07
181
12,348.14
232,022.44
02/15/08
184
12,508.36
219,514.08
08/15/08
182
12,805.04
206,709.04
02/15/09
184
13,004.09
193,704.96
08/15/09
181
13,302.88
180,402.08
02/15/10
184
13,497.21
166,904.87
08/15/10
181
13,807.89
153,096.98
02/15/11
184
14,020.27
139,076.71
08/15/11
181
14,332.28
124,744.43
02/15/12
184
14,563.39
110,181.04
08/15/12
182
14,871.02
95,310.02
02/15/13
184
15,132.23
80,177.79
08/15/13
181
15,442.16
64,735.62
02/15/14
184
15,712.93
49,022.69
08/15/14
181
16,029.24
32,993.45
02/15/15
184
16,320.99
16,672.46
08/15/15
181
16,672.46
0.00
COMMENTS: 279,900.00
Interest payments shown from February 16, 2005 to February 15, 2006 are computed at 3.80 percent. After
February 15, 2006 interest rates will be adjusted to reflect the adjusted interest rate applied on the outstanding
principal balance.
IMPORTANT: If payment is made by check, please send the enclosed amortization schedule(s) with
check for proper credit. Please make sure that SpA Lockbox CM9695 is on both the check and envelope.
Please mail a copy of the amortization
schedule with a check made payable to:
U.S. Bank Trust-SpA Lockbox CM9695
ATTN: Operations Center
1200 Energy Park Drive
St. Paul, MN 55108
OR Please wire funds to:
U.S. Bank N.A. (Minneapolis)
ABA 091000022
FFC: U.S. Bank Trust N.A.
Account # 180121167365
Wire Clearing Account # 47300023
ATTN : 5 03 6425 6/996103 D KO
INTERCAP: City of Kalispell