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HomeMy WebLinkAboutResolution No. R22-71RESOLUTION AUTHORIZING PARTICIPATIO4 CERTIFICATE OF MINUTES RESOLUTION NO. I Issuer: City of Laurel (GENERAL FUND LOAN) IN THE INTERCAP PROGRAM LATING TO -71 Kind, date, time and place of meeting: A City Council Meeting held on November 22,2022 at 6:30 o'clock p.m. in Laurel, Montana. Members present: suarks . Herr Members absent: RESOLUTION NO RESOLUTION AUTHORIZING PARTICIPATION IN THE STATE OF MONTANA ANNUAL ADJUST, CONSOLIDATION ACT EXTENDABLE BOND APPROVING THE FORM AND TERMS OF AUTHORIZING THE EXECUTION AND DELIV THERETO I, the undersigned, being the fully qualified a issuing the obligations referred to in the title of this certificat( as described above, have been carefully compared with the custody, from which they have been transcribed; that the do( of the minutes of a meeting of the governing body at the me( and that the meeting was duly held by the governing bo( throughout by the members indicated above, pursuant to call by law. WITNESS my hand officially as such record RESOLUTION -1 71 -HE BOARD OF INVESTMENTS OF BLE RATE MUNICIPAL FINANCE (INTERCAP LOAN PROGRAM), THE LOAN AGREEMENT AND RY OF DOCUMENTS RELATED d acting recording officer of the public body certify that the documents attached hereto, original records of the public body in my legal iments are a correct and complete transcript ting, insofar as they relate to the obligations; V at the time and place and was attended and notice of such meeting given as required this __L day of & 2022. RESOLUTION NO. RESOLUTION AUTHORIZING PARTICIPATION IN THE STATE OF MONTANA ANNUAL ADJUST, CONSOLIDATION ACT EXTENDABLE BOND APPROVING THE FORM AND TERMS OF AUTHORIZING THE EXECUTION AND DELIV THERETO -71 'HE BOARD OF INVESTMENTS OF 3LE RATE MUNICIPAL FINANCE (INTERCAP LOAN PROGRAM), THE LOAN AGREEMENT AND RY OF DOCUMENTS RELATED BE IT RESOLVED BY THE City Council (the Governing Body) OF THE CITY OF LAUREL (the Borrower) AS FOLLOWS: ARTICLE I DETERMINATIONS AND DEFINITIONS Section 1.01. Definitions. The following term 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 meanin s set forth in the Loan Agreement. Adiusted Interest Rate means the rate of interest on the INTERCAP Bond determined in accordance with the Board Resolution. 7 Authorized Representative shall mean the officers of the Borrower designated and duly empowered by the Governing Body and set forth in the application. Board means the Board of Investments of t4 State of Montana, a public body corporate organized and existing under the laws of the State and its su cessors and assigns. Board Act means Section 2-15-1808, Title 17, IChapter 5, Part 16, MCA, as amended. "Board Resolution" means Board Resolutio authorizing the issuance and sale of the INTERCAP Bonds Government Units. Borrower means the local government entity INTERCAP Loan Program. i No. 249, adopted November 30, 2021, for the purpose of making loans to Eligible above named, eligible to participate in the "Borrower Act" means §§ 7-7-4101, and 7-7-42 1, 7-7-4423 and 7-5-4306, MCA authorizing an Eligible Government Unit to borrow money on terms consi tent with the Program. ;tropic Funds Transfer Borrower to the Board to initiate electronic debit and/or cred to fund the Loan and make automatic Loan repayments v electronic debit for periodic principal paydown or payoff prior INTERCAP Bond means the Bond issued by to finance the Program. "shall mean the authorization given by the entries to the Borrower's specified account en due. The Board may also initiate the loan maturity upon the Borrower's request. Board pursuant to the Board Resolution Loan means the loan of money by the Board t'o the Borrower under the terms of the Loan Agreement pursuant to the Act and the Borrower Act and evidlenced by the Note. Loan Agreement means the Loan Agreement between the Borrower and the Board, including any amendment thereof or supplement thereto ent red into in accordance with the provisions thereof and hereof. RESOLUTION - 2 Loan Agreement Resolution means this Resol tion or such other form of resolution that the Board may approve and all amendments and supplements t ereto. Loan Date means the date of closing a Loan. Loan Rate means the rate of interest on the Lo an which is initially 1.50% (1.55% less 0.05% for Borrowers with EFT Authorization) per annum through February 15, 2023 and thereafter a rate equal to the Adjusted Interest Rate on the Bond and up to 1.500% per annum as necessary to pay Program Expenses. Note means the promissory note to be exec ted by the Borrower pursuant to the Loan Agreement, in accordance with the provisions hereof and threof, in substantially the form set forth in the Promissory Note, or in such form that may be approved byte Board. Program means the Board's INTERCAP Loan Program pursuant to which the Board issued the INTERCAP Bond to use the proceeds to make loans toparticipating Eligible Government Units. Project means 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. 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 Agre merit 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 Board Act, the Board has issued and sold the INTERCAP Bond and der osited a part of proceeds thereof in the Loan Fund. The Board has, pursuant to the Term Sheet, agreed tc make a Loan to the Borrower in the principal amount of $300,000.00 and upon the further terms and conc itions set forth herein, and as set forth in the Term Sheet and the Loan Agreement. ARTICLE II THE LOAN AGREE Section 2.01. Terms. (a) The Loan Agreemi principal amount of $300,000.00 and shall constitute a valid The obligation to repay the Loan shall be evidenced by a Prc the initial rate of 1.50% (1.55% less 0.05% for Borrowers February 15, 2023, and thereafter at the Adjusted Interest Ra to pay the cost of administering the Program (the Program pursuant to the EFT Authorization attached hereto when due nt shall be dated as of the Loan Date, in the nd legally binding obligation of the Borrower. nissory Note. The Loan shall bear interest at vith EFT Authorization) per annum through e, plus up to 1.50% per annum as necessary Expenses). All payments will be automatic (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 if the Borrower requests that the Board approve prepayment of the loan. Uponapproval, the Board will initiate an electronic debit using the attached EFT Authorization for prepayment rovided that the Borrower has given written notice of its intention to prepay the Loan in whole or in partt the Board no later than 30 days prior to the designated prepayment date or less if the Board agrees to sorter notice. (d) The Prepayment Amount shall be qual to the principal amount of the Loan outstanding, plus accrued interest thereon to the date of pre ayment. RESOLUTION - 3 (e) Within the next month following an Adjustment Date, the Board 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 Fe ruary 15 payments and prepare and mail a statement therefor to the Borrower. Section 2.02. Use and Disbursement of the roceeds. The proceeds of the Loan will be expended solely for the purposes set forth in the Descript on of the Project/Summary of Draws. The proceeds from the sale of the Note to the Board shall -emain in the Borrower's Account pending disbursement at the request of the Borrower to pay the budg Dted expenditures in anticipation of which the Note was issued. Requests for disbursement of the Loan sh II be made to the Board. Prior to the closing of the Loan and the first disbursement, the Borrower shall h ve delivered to the Board 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, do uments and opinions as set forth in the Loan Agreement or as the Board 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 o6 the date advanced). Section 2.03. Payment and Security for the (Note. In consideration of the making of the Loan to the Borrower by the Board, the provisions of this Resolution shall be a part of the Agreement of the Borrower with the Board. The provisions, covenants, and Agreements herein set forth to be performed by or on behalf of the Borrower shall be for the benefit of the Board. The Loan Agreement and Note shall constitute a valid and legally binding obligation of the Borr wer and the principal of and interest on the Loan shall be payable from the general fund of the Borro er, and any other money and funds of the 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. Section 2.04. Representation Regarding tl recognizes and acknowledges that the amount of taxes it m; 15-10-402, MCA, et. seq. The Borrower is familiar with acknowledges that the obligation to repay the Loan under ti these provisions. The Borrower represents and covenants t the Loan can and will be made from revenues available to tl notwithstanding the provisions of property tax limitations. Property Tax Limitations. The Borrower levy is limited by state law pursuant to § ie Montana's property tax limitations and Agreement and Note are not exceptions to t the payment of principal of and interest on Borrower in the years as they become due, 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 ter of the Loan an amount sufficient to pay the principal of and interest hereon within the limitations of t e 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, EXECUTION1, AND DELIVERY Section 3.01. Authentication of Transcript. T and directed to prepare and furnish to the Board and to certified copies of this Resolution and all other resolutions ai relating to the Loan Agreement and the Note and certificate the Borrower which are reasonably required to evidence the certified copies and certificates shall be deemed the represe correctness of the statements contained therein. RESOLUTION - 4 Authorized Representatives are authorized )rneys approving the validity of the Loan, actions of the Borrower and of said officers as to all other proceedings and records of lidity and marketability of the Note. All such ations and recitals of the Borrower as to the Section 3.02. Legal Opinion. The attorne�i 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, the 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 of the Authorized Representatives of the Borrower. PASSED AND APPROVED by the City RESOLUTION - 5 I this 22nd day of November, 2022. s Mayor