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Resolution 5174 - Approves Refinance of Wells Fargo Building/New City HallIRE SOLUTION NO.5174 A RESOLUTION TO REFINANCE THE PURCHASE OF THE WELLS FARGO (NEW CITY HALL) PROPERTY THROUGH A MUNICIPAL PROJECT LEASE AND OPTION AGREEMENT WITH THE MUNICIPAL SERVICES GROUP, INC. WHEREAS, the Kalispell City Council has determined that a true and very real need exists for the refinancing of the Project (purchase of the Wells Fargo property) described in the Municipal Project Lease and option Agreement No. P16 to (the "Agreement") presented to this meeting; and WHEREAS, the Kalispell City Council has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange for the refinancing of such Project; and WHEREAS, the Kalispell City Council hereby directs its legal counsel to review the Agreement and negotiate appropriate modifications to said Agreement so as to assure compliance With state law and local statutory law, prior to execution of the Agreement by those persons so authorized by the governing body for such purpose. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KALISPELL AS FOLLOWS: SECTION I. Approval: Authorized officers. The terms of said Agreement are in the best interests of the City of Kalispell for the refinancing of such Project, and the Kalispell City Council hereby authorizes the execution, delivery, and performance by Lessee of the Agreement and the Ground Lease, and designates and confirms the following persons to execute and deliver the Agreement, the Ground Lease, and any related documents necessary to the consummation of the transactions contemplated by the Agreement. SECTION II. Findings. The Project, under the terms and conditions provided for in the Agreement, is necessary, convenient, in the furtherance of and will at all times be used in connection with Lessee's governmental and proprietary purposes and functions (except to the extent that subleasing of the Project is permitted under terms of the Agreement) and are in the best interests of Lessee, and no portion of the Project will be used directly or indirectly in any trade or business carried on by any person other than a governmental unit of the State on a basis different from the general public. SECTION III. Maintenance. The Kalispell City Council covenants that it will perform all acts within its power which are or may be necessary to insure the maintenance of its legal status as being a duly organized and existing entity under the laws of the State, which status is the basis for the interest portion of the Rental Payments coming due under the Agreement to at all times remain exempt from federal income taxation under the laws and regulations of the United States of America as presently enacted and construed or as hereafter amended. PASSED AND APPROVED BY THE CITY COUNCIL AND SIGNET] BY THE MAYOR OF THE CITY OF I ALISPELL, THIS 5TH DAY OF FEBRUARY, 2007. JAN Ala L amela B. Kenne Mayor ATTEST: f Theresa White City Clerk