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Resolution 5050 - Authorizing BOI Loan - Wells Fargo BuildingRESOLUTION No. 5050 RESOLUTION AUTHORIZING PARTICIPATION IN THE Bow of VESTMENTS of THE STATE MONTANA ANNUAL ADJUSTABLE RATE TENDER ONION M.UNICI AL FINANCE CONSOLIDATION ACT BONDS (INTERCAP REVOLVING PROGRAM), APPROVING THE FORM AND TERMS of THE LOAN AGREEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF DoCLTMEN S REED THERETO BE IT RESOLVED BY THE KAT.TSPELZ (the Borrower) AS FOLLOWS: CITY COUNCIL ARTICLE I (the Governing Body) OF THE CITY OF DETERMINATIONS AND DEFINITIONS Section 1.0 I . Definitions. The following tee will have the meanings s 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. Ad' sted Interest Rate means the rate of interest on the Bonds determined in accordance with the provisions of Section 3:0of the Indenture. Authorized Representative shall mean the officers ofthe Borrower designated and duly empowered by the Goveming Body and set forth in the application.. Board shall mean the .hoard 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 2-1 -- I o ; Title IT, Chapter 5, Part 16, MCA, as amended. Bonds shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Programs.. Borrower shall mean the Borrower above named. Ix dcnt re shad.l mean that certain Indenture of Frost dated March 1, 1991 by and between the Board and the Trustee pursuant to which the Bonds are to he issued and all supplemental indentures thereto. Loan means the loan of moiney 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 e ment means the Loan Agreement between the Borrower and the Board, including any amendment thereof or supplement thereto entered into Mn accordance with the provisions thereof and hereof. Loan Ageement Resolution. means this Resolution or such other form of resolution that the Board may approve and all amendments .dment and supplements thereto. Loan .Date means the date of closing a Loan.. Loan Rate means the rate of interest on the Loan hick is initially 3.80% per ar num through February 1513 2006 and thereafter a rate equal to the Adjusted Interest Rate on the Bonds and up to 1.5%Baer annum as necessary to pay Program Expenses. RESOLUTION Note means the promissory note to be executed by the Borrower pursuant to the Loan Agreement, i 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. rog . shall mean the INTERCAP Program of the Board pursuant to which the hoard will issue and sell Bonds and use the proceeds to make loans to participating Eligible Go er - meat 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. Trustee shall mean U.S. B ank Trust National Associ atlo . MT (formerly known as First Trust Company of Montana National Association) and its successors. Section 1 .02. Authority. The Borrower is author ed to undertake the Project and is further authorized by the :borrower Act to eater into the Loan Agreement for the purpose of obtaining a loan to finance r refinance the acquisition and installation costs of the Project. Section 1.03. Execution of eer er t and Delively of dote. Pursuant to the Indenture and the board Acts 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 s 1,100,o00.00 and upon the further terms and conditions set forth herein, and as set forth in the Terry Sheet and the Loan Agreement. ent. ARTICLE 11 THE LOAN AGREEMENT Section 2.01. Terns. a The Loan Agreement shall be dated as of the Loan Date, in the principal amount of $1,10 ,000. oo and shall constitute a valid and legally binding obligation of the Borrower. The obligation to repay the Loan shall be evidenced by a Promissory Tote. The Loan shall bear interest at the initial rate of 3.80% per annum through February 15, 200 6 and. thereafter at the A4j usted 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 cheek or wire transfer to the Trustee at its principal corporate trust office. 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 Beard 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 are 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 Section 2. 2. Use and is r er ent 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 t the Board shall remain in the Borrower's ver's Account pending disbursement en.t at the request of the Borrower to pay the budgeted expenditures in anticipation of whieb 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. Pa ent and recur t for the emote. 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 ofthe Borrower with the Board. The provisions, covenants and Agreements herein set forth to be performed by or on behalf of the Borrower er 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 orro ver, and any other money and funds oche Borrower otherwise legally available therefor. 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. Section2.04. Representation Regarding.the..Prgperty Tax Limitation Act. The Borrower recognizes and acknowledges that the amount of taxes it may levy is limited by the state pursuant to Section i - i o- o2, et. sect. (the Property Tax Limitation Act). The Borrower is famiharVnitb the Property Tax Limitation Act and acknowledges that the obligation to repay the Loan under the Agreement and Note are not exc pti.ons 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 ill be made from revenues available to the Borrower in the years as they become due, notwithstanding the provisions of the Property Tax Limitation Act. Section 2.05. Levy and Apprppnate Funds to Re-pav 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 daring the tern 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 L V RY Section 3 . i . Authentication of TEgpleript. The Authorized Representatives are authorized and directed to prepare and fumish to to Board and to attorneys approving the validity of the Bonds, certified copies of this Resolution and all other resolutions and actions of t .e Borrower and of said officers relating to the Loan Agreement, to Note, and certificates as to all other proceedings and records of the Borrower which are reasonably required to evidence the validity and marketability ility ofthe Note. All such certified copies and certificates shall be deemed the representations and recitals of the Borrower as to the correctness of t .e statements contained therein. Section 3.02. g l i r . 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 Attorneys Opinion. Section 3.03. Execution. T.e Loan Agreement, Note, 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 o the .Authorized Representatives of the Borrower. RESOLUTION - 4 PASSED ,AND APPROVED the 12005. Attest: By Its City Clerk i this day of Its Mayar RESOLUTION -