HomeMy WebLinkAboutResolution No. R23-49(GENERAL FUND LOAN)
RESOLUTION AUTHORIZING PARTICIPATION IN THE
CERTIFICATE OF MINUTES RELATING TO
RESOLUTION NO. 23-49
Issuer: City of Laurel
Kind, date, time and place of meeting: A Council meeting held on Aug. 8,23 at 6:30o'clock p m.
in T,aurel Montana.
Members present: Sparks,Herr, Wilke, McKay, Klose, Wheeler, Mize, Eaton
Members absent:
RESOLUTION NO. 21-49
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS OF
THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE MUNICIPAL FINANCE
CONSOLIDATION ACT EXTENDABLE BOND (INTERCAP LOAN PROGRAM),
APPROVING THE FORM AND TERMS OF THE LOAN AGREEMENT AND
AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATED
THERETO
I, the undersigned, being the fully qualified and acting recording officer of the public body
issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto,
as described above, have been carefully compared with the original records of the public body in my legal
custody, from which they have been transcribed; that the documents are a correct and complete transcript
of the minutes of a meeting of the governing body at the meeting, insofar as they relate to the obligations;
and that the meeting was duly held by the governing body at the time and place and was attended
throughout by the members indicated above, pursuant to call and notice of such meeting given as required
by law.
RESOLUTION - 1
WITNESS my hand officially as such recording officer this 14 day of &0&6W—,2023.
OF
,*.► 10
RESOLUTION NO. 23-49
RESOLUTION AUTHORIZING PARTICIPATION IN THE BOARD OF INVESTMENTS OF
THE STATE OF MONTANA ANNUAL ADJUSTABLE RATE MUNICIPAL FINANCE
CONSOLIDATION ACT EXTENDABLE BOND (INTERCAP LOAN 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 LAUREL (the Borrower) AS FOLLOWS:
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.
Adiusted Interest Rate means the rate of interest on the INTERCAP Bond determined in
accordance with the Board Resolution.
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 the State of Montana, a public body corporate
organized and existing under the laws of the State and its successors and assigns.
Board Act means Section 2-15-1808, Title 17, Chapter 5, Part 16, MCA, as amended.
"Board Resolution" means Board Resolution No. 249, adopted November 30, 2021,
authorizing the issuance and sale of the INTERCAP Bonds for the purpose of making loans to Eligible
Government Units.
Borrower means the local government entity above named, eligible to participate in the
INTERCAP Loan Program.
"Borrower Act" means §§ 7-7-4101, and 7-7-4201, 7-5-4306 , MCA authorizing an Eligible
Government Unit to borrow money on terms consistent with the Program.
"Electronic Funds Transfer (EFT) Authorization" shall mean the authorization given by the
Borrower to the Board to initiate electronic debit and/or credit entries to the Borrower's specified account
to fund the Loan and make automatic Loan repayments when due. The Board may also initiate the
electronic debit for periodic principal paydown or payoff prior to loan maturity upon the Borrower's request.
INTERCAP Bond means the Bond issued by the Board pursuant to the Board Resolution
to finance the Program.
Loan means the loan of money by the Board to the Borrower under the terms of the Loan
Agreement pursuant to the Act and the Borrower Act and evidenced by the Note.
RESOLUTION - 2
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 5.75% (6.00% less 0.25%
for Borrowers with EFT Authorization) per annum through February 15, 2024 and thereafter a rate equal
to the Adjusted Interest Rate on the Bond and up to 1.50% per annum as necessary to pay Program
Expenses.
Note means the promissory note to be executed by the Borrower pursuant to the Loan
Agreement, in accordance with the provisions hereof and thereof, in substantially the form set forth in the
Promissory Note, or in such form that may be approved by the Board.
Program means the Board's INTERCAP Loan Program pursuant to which the Board issued
the INTERCAP Bond to use the proceeds to make loans to participating Eligible Government Units.
Proiect 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.
Authoritv. 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.
Execution of Agreement and Delivery of Note. Pursuant to the Board Act,
the Board has issued and sold the INTERCAP Bond and deposited a part of proceeds thereof in the Loan
Fund. The Board has, pursuant to the Term Sheet, agreed to make a Loan to the Borrower in the principal
amount of $109,586.00 and upon the further terms and conditions set forth herein, and as set forth in the
Term Sheet and the Loan Agreement.
- '�o
Terms. (a) The Loan Agreement shall be dated as of the Loan Date, in the
principal amount of $109,586.00 and shall constitute a valid and legally binding obligation of the Borrower.
The obligation to repay the Loan shall be evidenced by a Promissory Note. The Loan shall bear interest at
the initial rate of 5.75% (6.00% less 0.25% for Borrowers with EFT Authorization) per annum through
February 15, 2024, and thereafter at the Adjusted Interest Rate, plus up to 1.50% per annum as necessary
to pay the cost of administering the Program (the Program Expenses). All payments will be automatic
pursuant to the EFT Authorization attached hereto when due.
(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
RESOLUTION - 3
requests that the Board approve prepayment of the loan. Upon approval, the Board will initiate an electronic
debit using the attached EFT Authorization for prepayment 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 or less if the Board agrees to shorter notice.
(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 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 February 15 payments and prepare and mail a
statement therefor to the Borrower.
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 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, documents 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 on the date advanced).
Pavment and Security for the Note. In consideration of the making of the
Loan to the Borrower by the Board, the provisions of this Resolution shall be a part of the Agreement of
the Borrower with the Board. The provisions, covenants, and Agreements herein set forth to be performed
by or on behalf of the Borrower shall be for the benefit of the Board. The Loan Agreement and Note shall
constitute a valid and legally binding obligation of the Borrower and the principal of and interest on the
Loan shall be payable from the general fund of the Borrower, and any other money and funds of the
Borrower otherwise legally available therefor. The Borrower shall enforce its rights to receive and collect
all such taxes and revenues to insure the prompt payment of the Borrower obligations hereunder.
Representation Regarding the Property Tax Limitations. The Borrower
recognizes and acknowledges that the amount of taxes it may levy is limited by state law pursuant to §
15-10-402, MCA, et. seq. The Borrower is familiar with the Montana's property tax limitations and
acknowledges that the obligation to repay the Loan under the Agreement and Note are not exceptions to
these provisions. The Borrower represents and covenants that the payment of principal of and interest on
the Loan can and will be made from revenues available to the Borrower in the years as they become due,
notwithstanding the provisions of property tax limitations.
Sec-'Hbn, 2.05, Levy 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.
RESOLUTION - 4
ARTICLE III
CERTIFICATIONS, EXECUTIOi*,I, AND DELIVERY
c - - . 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 Loan,
certified copies of this Resolution and all other resolutions and actions of the Borrower and of said officers
relating to the Loan Agreement and the Note 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 '. 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. G
PASSED AND APPROVED by the_&VM,this d day
of 2023.
B AAw
Its Mayor
Attest:
BV614prortasurer
RESOLUTION - 5
DocuSign Envelope ID: 5D9AB7D7-B800-4589-8BDD-5FE99FF89FA9
Loan #2981
LOAN AGREEMENT
between
BOARD OF INVESTMENTS
OF THE STATE OF MONTANA
as Lender
and
CITY OF LAUREL
as Borrower
DATE OF AGREEMENT: August 25, 2023
LOAN AMOUNT: ONE HUNDRED NINETY THOUSAND FIVE HUNDRED
EIGHTY-SIX AND NO/100 DOLLARS ($190,586.00)
ADDRESS OF BORROWER: City of Laurel
P.O. Box 10
Laurel, MT 59044
CONTACT PERSON OF BORROWER:
NAME David Waggoner
TITLE Mayor
TELEPHONE (406) 628-7431
E-MAIL citymayor@laurel.mt.gov
ALTERNATE CONTACT PERSON
NAME Kelly Strecker
TITLE Clerk/Treasurer
TELEPHONE (406) 628-7431
E-MAIL ksirecker@iaurel.mt.gov
STATUTORY AUTHORITY FOR BORROWING: §§ 7-7-4101, and 7-7-4201, 7-5-4306, MCA
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION...................................................................2
SECTION1.01. DEFINITIONS....................................................................................................................................
2
SECTION 1.02. RULES OF INTERPRETATION..............................................................................................................
5
SECTION1.03. ATTACHMENTS.................................................................................................................................
5
ARTICLE 11. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER
.............................. 6
SECTION 2.01. REPRESENTATIONS AND WARRANTIES..............................................................................................
6
SECTION 2.02. PARTICULAR COVENANTS OF BORROWER.........................................................................................
7
ARTICLE III. LOAN TO BORROWER.......................................................................................................
7
ARTICLE IV. LOAN PROVISIONS..........................................................................................................
7
SECTION 4.01. COMMENCEMENT OF LOAN AGREEMENT............................................................................................
7
SECTION 4.02. TERMINATION OF AGREEMENT..........................................................................................................
7
SECTION 4.03. TERM 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........................................................................................ 8
SECTION 5.01. PAYMENT OF LOAN REPAYMENTS.....................................................................................................
8
SECTION 5.02. DELINQUENT LOAN PAYMENTS..........................................................................................................
9
SECTION5.03. THE NOTE.......................................................................................................................................
9
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 PROPERTY TAX LIMITATIONS............................................................
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..................................................................................................................
11
ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES.............................................................................
11
SECTION 12.01. EVENTS OF DEFAULT DEFINED......................................................................................................
11
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 MONEY...............................................................................................................
12
SECTION 12.06. NO EXCLUSIVE REMEDY, WAIVER, AND NOTICE.............................................................................
12
ARTICLE XIII. MISCELLANEOUS..........................................................................................................
13
SECTION13.01. NOTICES......................................................................................................................................
13
SECTION13.02. BINDING EFFECT..........................................................................................................................
13
SECTION13.03. SEVERABILITY..............................................................................................................................
13
SECTION 13.04. AMENDMENTS, CHANGES, AND MODIFICATIONS.............................................................................
13
SECTION 13.05. EXECUTION IN COUNTERPARTS.....................................................................................................
13
SECTION13.06. APPLICABLE ACT..........................................................................................................................
13
SECTION 13.07. CONSENTS AND APPROVALS.........................................................................................................
13
SECTION13.08. INDEMNITY...................................................................................................................................
14
SECTION 13.09. WAIVER OF PERSONAL LIABILITY...................................................................................................
14
SECTION13.10. CAPTIONS....................................................................................................................................
14
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
This Loan Agreement (the "Agreement") dated as of August 25, 2023, and entered into
between the Board of Investments of the State of Montana (the 'Board"), a public body corporate and
instrumentality of the state of Montana, and the City of Laurel ("the Borrower"), a political subdivision of
the state of Montana;
WITNESSETH:
WHEREAS, pursuant to § 2-15-1808, Montana Code Annotated (MCA) and Title 17,
Chapter 5, Part 16, MCA (the "Act"), the Board has established its INTERCAP Loan Program pursuant to
which the Board will issue, from time to time, its Annual Adjustable Rate Municipal Finance Consolidation
Act Extendable Bond (INTERCAP Loan Program) (the "INTERCAP Bond"), 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, and 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 of $190,586.00, 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 I. DEFINITIONS AND RULES OF INTERPRETATION.
ection 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 Board Resolution.
"Act" means Section 2-15-1808, MCA and Title 17, Chapter 5, Part 16, MCA as now in
effect and as it may from time to time be amended or supplemented.
"Adjusted Interest Rate" means the interest rate on the Loan determined and established
pursuant to the Promissory Note and the Loan Agreement or Borrower 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.
oocuSigvEnvelope ID: 5D9AB7
means the Board ofInvestments ofthe State ofMontana, apublic body corporate
organized and existing under the laws of the State and its successors and assigns.
"BoardResolution" nnamno Board Resolution No. 249' adopted November 30. 2021.
authorizing the issuance and sale of the |NTER(}AP Bond for the purpose of making loans to Eligible
Government Units.
"Borrower" means the City of Laurel, the Eligible Government Unit, 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 ' means 8G7-7-41O1.and 7-7-42O1.7'5'43OS,MCA authorizing onEligible
Government Unit tuborrow money onterms consistent with the Program.
"BorrowerResolution" means m neso|uUon, duly and validly adopted by o Borrower
authorizing the execution and delivery to the Board of an Agreement and Note, in substantially the form
pnzxided, or such other form of Resolution that the Board may oppruve, and all amendments and
supplements thereto.
"CommencementDate" means August 25.2823.the date when the term ofthis Agreement
begins and when 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 ofany state.
"Default" means an event or condition the occurrence of which would, with the lapse of time
orthe giving ofnotice orboth, become onEvent ufDefault.
"Electronicshall mean the authorization given bythe
Borrower iothe Board to initiate electronic debit and/or credit entries tothe Borrower's spaoUNmd account
to fund the Loon and make auhunnaUu Loan repayments when due. The Board may also initiate the
electronic debit for periodic principal paydown or payoff prior to loan maturity upon the Borrower's request.
"EligibleUnit" shall mean any municipal corporation orpolitical subdivision of
the stmte, including without Unnibodon any cih/, town, uounty, school dietrict, orother special taxing district
or assessment or service district authorized by law to borrow money; any board, agency, or department of
the state; or the board of regents of the K8onbmnm university system when authorized by law to borrow
money.
"EventDefault" means any occurrence orevent described inArticle Xhereof.
"FiscalYear" means the fiscal year of the Borrower beginning July 1 and ending June 30.
"GoverningBody" means (i) with respect tomcounty, the Board ofCounty Commissioners;
(ii) with respect to a city, the City Council or Commission; and (iii) with respect to a school district, county
water ursewer district, hospital districi, rural fire diatrict, orany other special purpose district, the Board of
Trustees.
"Initial means the first February 16following the date oYthe Agreement.
"InitialRate" means the Loan Robm from the date of the Agreement to the |niUo|
Adjustment Date.
DocuSlgn Envelope ICY: 5D9AB707-B800-4589-8BDD-5FE99FF89FA9
"INTERCAP Bond" means the Board of Investments of the State of Montana's Annual
Adjustable Rate Municipal Finance Consolidation Act Extendable Bond (INTERCAP Loan Program),
Taxable Series 2022, authorized to be issued for the Program.
"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, as originally executed or as they may from time to time be supplemented, modified or, amended in
accordance with the terms hereof.
"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.
"Loan Repayments" means the payments payable by the Borrower pursuant to Article V of
this Agreement.
"Loan Term" means the term provided for in Article VI of this Agreement.
"Maximum Rate" means the maximum rate of interest on the INTERCAP Bond which shall
not exceed seven and sixty-five hundredths percent (7.65%) per annum plus up to an additional one and
fifty hundredths percent (1.50%), as such Maximum Rate may be adjusted as provided in the Board
Resolution.
"Note" means the promissory note executed and delivered by the Borrower attached hereto
and made a part hereof.
"Program" means the Board's INTERCAP Loan 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)
other fees and expenses of the Program or of the Board relating thereto as shall be approved by the Board.
"Proiect" 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.
"State" means the state of Montana.
"Subsequent Interest Adjustment Date or Subsequent Adiustment Date" means February
16 in the years the Loan remains outstanding.
"Term Sheet" means 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.
"Term Sheet Issuance Date" means the date the Board executes its Term Sheet under the
Board's Program.
4
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
"Total Project" means 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" means 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.
Section 1.02. Rules of Interpretation.
For 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.
(c) 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.
Electronic Funds Transfer (EFT) Authorization
Certificate of Appropriation (if applicable).
DocuSign Envelope ID: 5D9AB7D7-B800-4589-8BDD-5FE99FF89FA9
ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER.
Section 2.01. Representations and Warranties.
Borrower represents and warrants for the benefit of the Board and the Bondholder 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,
and the Note.
(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 make all Loan Repayments and otherwise perform its obligations
under this Agreement, and the Note, and that have not been disclosed in writing to the Board.
(d) Borrowing Legal and Authorized. The transaction provided for in this Agreement and
the Note:
(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 and the Note) 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 and the Note 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.
DocuSign Envelope ID: 5D9AB7D7-6800-4589-8BDD-5FE99FF89FA9
(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; Payment 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 Legal Requirements. 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, is not for private use, 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) Financial Reports and Audits. The Borrower shall comply with the provisions of Title 2,
Chapter 7, Part 5 Montana Code Annotated.
(d) Liens. The Borrower shall not create, incur or suffer to exist any lien, charge or
encumbrance on the project vehicle and/or equipment.
(e) Expenses. The Borrower will, at the request of the Board, pay all expenses relating to
the Loan and the Note and this Agreement.
ARTICLE Ill. 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 $109,586.00.
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 the Borrower's other obligations hereunder.
Until such termination, all terms, conditions, and provisions of this Agreement shall remain in full force and
effect.
DocuSign Envelope ID: 509AB7D7-8800-4589-8BDD-5FE99FF89FA9
Section 4.03. Term of Loan Agreement.
This Agreement shall be valid for the entire loan amount approved for one year from the Term
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, 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 and the Bondholder;
(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 Attorney'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 and the
Bondholder;
(c) The complete and executed EFT Authorization, attached hereto, required by the Board;
(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 such 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 items listed in 4.04(d) that are equal to or more than requested draw amount,
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:
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BOD-5FE99FF89FA9
(b) Borrower hereby agrees the Loan Repayments will be made pursuant to the attached
EFT Authorization on each Loan Repayment Date to be calculated by the Board 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 is a combination of the INTERCAP Bond rate per annum plus up to an
additional one and fifty hundredth percent (1.50%) per annum as is necessary to pay the Borrower's
share of Program Expenses, as determined by the Board, and shall not exceed the Maximum Rate.
(d) Within the following month of the Adjustment Date the Board 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.
Section 5.02. Delinquent Loan Payments.
If the automatic EFT Authorization fails due to insufficient funds, 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 U.S. 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 Board 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 Board shall fulfill the Borrower's
obligation to pay such amount hereunder and under the Note.
First Loan
Payment
Date of Draw
Repayment Date
Consisting of:
February 15 through April 17
August 15
Principal and Interest
April 18 through June 16
August 15
Interest only
June 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 the Loan Repayments will be made pursuant to the attached
EFT Authorization on each Loan Repayment Date to be calculated by the Board 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 is a combination of the INTERCAP Bond rate per annum plus up to an
additional one and fifty hundredth percent (1.50%) per annum as is necessary to pay the Borrower's
share of Program Expenses, as determined by the Board, and shall not exceed the Maximum Rate.
(d) Within the following month of the Adjustment Date the Board 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.
Section 5.02. Delinquent Loan Payments.
If the automatic EFT Authorization fails due to insufficient funds, 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 U.S. 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 Board 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 Board shall fulfill the Borrower's
obligation to pay such amount hereunder and under the Note.
DocuSign Envelope ID: 5D9AB7D7-B800-4589-8BDD-5FE99FF89FA9
ARTICLE VI. TERM.
The term of the Loan will be a maximum of seven (7) 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 Property Tax Limitations.
The Borrower recognizes and acknowledges that the amount of taxes it may levy may be limited
by the state pursuant to § 15-10-402, et seq. The Borrower is familiar with the Montana property tax
provisions and acknowledges that the Loan Repayments to be made under the Agreement and Note are
not exceptions to those provisions. The Borrower represents and covenants that such Loan Repayments
can and will be made from revenues available to the Borrower, notwithstanding those provisions.
Section 8.02. Levy and Appropriate Funds to Repay 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 property tax limitations and will reduce other expenditures if
necessary to make the payments hereunder when due.
Section 8.03. Reports and Opinion; Inspections.
(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.
(b) The Borrower agrees to permit the Board to visit, examine, 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 OFWARRANTIES.
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 its 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.
10
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
ARTICLE X. OPTION TO PREPAY LOAN.
The Borrower may request the Board approve prepayment of the loan. Upon approval, the
Board will initiate an electronic debit using the attached EFT Authorization for prepayment of the Loan in
whole or in part upon giving 30 days prior written notice to the Board unless the Board agrees to shorter
notice.
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.
This Agreement may not be assigned or encumbered by the Borrower for any reason without the
express written consent of 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 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 e-mail notice by the Board 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 Board, unless the Board shall agree in writing
to an extension of time prior to its expiration; provided, however, if the failure stated in the notice
cannot be corrected within the applicable period, the Board 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 the 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 the possession
continues for more than 30 days.
DocuSlgn Envelope ID: 509AB7D7-68004589-8BDD-5FE99FF89FA9
Section 12.02. Notice of Default.
The Borrower agrees to give the Board prompt written notice if any petition referred to in Section
12.01(d) is filed by the Borrower or upon the occurrence of any other event or condition constituting 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 shall have occurred, the Board 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 Board shall have
the right to 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 Expenses.
Upon an Event of Default, the Borrower shall pay to the Board 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.
Section 12.05. Application of Money.
Any money collected by the Board pursuant to Section 12.03 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).
Section 12.06. No Exclusive Remedy, Waiver, and Notice.
No remedy herein conferred upon or reserved to the Board 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 to exercise any remedy
reserved to it in this Article XII, it shall not be necessary to give any notice, other than such notice as may
be required in this Article XII.
12
DocuSign Envelope ID: 5D9AB7D7-B800-4589-88DD-5FE99FF89FA9
ARTICLE XIII. MISCELLANEOUS.
Section 13.01. Notices.
All notices, certificates or other communications hereunder shall be sufficiently given when hand
delivered or five days after mailing by registered or certified mail, postage prepaid, to the Borrower at the
address specified herein and to the other parties at the following address:
(1) Board: Montana Board of Investments
Attn: Bond Program Office
P.O. Box 200126
Helena, Montana 59620-0126
(2) Borrower: City of Laurel
P.O. Box 10
Laurel, MT 59044
Any of the parties may, by notice in writing given to the others, designate any further or different address
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, changed, or modified by the Borrower unless the
amendment shall have been consented to in writing by the Board and made part of this Agreement.
Section 13.05. Execution in Counterparts.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all which shall constitute but one and the same instrument.
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, or
designee, unless otherwise provided by law or by rules, regulations or resolutions of the Board.
13
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
Section 13.08. Indemnity.
The Borrower agrees to indemnify and hold harmless the Board, 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.
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 the above occurred as of the date first above written.
WIT ESS OR ATTEST:
By a v Strecker
Its Clerk/Treasurer
14
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
5ned by:
<- / /_ Ll
Z.
By � LC113ouise"Welsh
Its Senior Bond Program Officer
�nFLAUREL/e-�
By David Waggoner
Its Mayor
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
DESCRIPTION OF THE PROJECT/SUMMARY OF DISBURSEMENTS
FOR
CITY OF LAUREL
Description of Proiecf
Public works vehicle
Allocated
Amount
of Loan
$190,586.00
DESCRIPTION OF PROJECT/SUMMARY OF DISBURSEMENTS -1
Amount
Amount
Amount
Remaining
Draw
Description
Allocated
Date
of
Remaining
Reserved
#
of Item
for Item
of Draw
Draw
for Item
Amount
Reserved Amount
$190,586.00
2981-01
#1 above
$190,586.00
8/25/2023
$190,586.00
$0.00
$0.00
DESCRIPTION OF PROJECT/SUMMARY OF DISBURSEMENTS -1
DocuSign Envelope 10: 5D9AB7D7-B800-4589-8800-5FE99FF89FA9
BORROWER'S DRAW CERTIFICATE NO. 2981-1
FOR DISBURSEMENT OF FUNDS
UNDER THE LOAN AGREEMENT
The undersigned, Authorized Representative of the City of Laurel (the "Borrower") under
the Loan Agreement, dated August 25, 2023 (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:
1. We have read Section 4.05 of the Loan Agreement and 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 this date 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 Certificate and has 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 below and make payment to the entitled entity to receipt thereof as shown on the
EFT Authorization.
Cash Amount to (ACH): $190,586.00
Term to be Amortized: August 25, 2023 through August 15, 2030 (7 years)
Project Description: Public works vehicle
WITNESS my hand this 25th day of August, 2023.
OF LAUR��
i
By David Waggoner
Its Mayor
ATTEST:
By /II)Strecker
Its Clerk/Treasurer
BORROWER'S DRAW CERTIFICATE - 1
MONTANA
BOARD OF INVESTMENTS
I N T E R C A P
BORROWER: CITY OF LAUREL
LOAN COMMITMENT: $ 190,586.00
DRAWS TO DATE: $ -
THIS DRAW DOWN: $ 190,586.00
REMAINING COMMITMENT: $ -
PROJECT: PUBLIC WORKS VEHICLE
LAUREL 2981-01
AUTOPAY
MATURITY DATE: 8/15/2030
# OF LOAN PAYMENTS: 14
LOAN/DRAW NUMBER: 2981-01
DATE OF THIS DRAW: 8/25/2023
NOTE/BOND DATE: 8/25/2023
JOURNAL #
* BEGINNING BALANCE *
190,586.00
2/15/2024 5.750%
174
5,209.87 11,518.57
179,067.43
8/15/2024
182
11,608.39
167,459.04
2/15/2025
184
11,887.69
155,571.35
8/15/2025
181
12,304.65
143,266.70
2/15/2026
184
12,587.02
130,679.68
8/15/2026
181
13,012.47
117,667.21
2/15/2027
184
13,327.03
104,340.18
8/15/2027
181
13,761.45
90,578.73
2/15/2028
184
14,110.08
76,468.65
8/15/2028
182
14,541.99
61,926.66
2/15/2029
184
14,938.33
46,988.33
8/15/2029
181
15,392.30
31,596.03
2/15/2030
184
15,815.10
15,780.93
8/15/2030
181
15,780.93
0.00
COMMENTS:
Your first payment will be on February 15, 2024. Interest payments shown from February 16, 2023 to
February 15, 2024 are computed at 6.00 (5.75 autopay) percent. After February 15, 2024 interest rates will be adjusted to
reflect the adjusted interest rate applied on the outstanding principal balance.
CITY OF LAUREL
PO BOX 10
LAUREL, MT 59044
$16,728.44
CONTACT:
MONTANA BOARD OF INVESTMENTS
INTERCAP LOAN PROGRAM
PO BOX 200126
HELENA, MT 59620-0126
406-444-0001
t -
IV)
..... .. ...
t -
..... .. ...
t -
901 Commerce Road > P.O. Box 524 www.MidwestFire.com i_uverne, MN 56156 > 1.800.344.2059
F
June 25th, 2021
City of Laurel Fire Department
215 W. Is' Street
Laurel, MT 59044
Dear Customer:
We hereby propose and agree to furnish, after your acceptance of this proposal and the proper execution
by: CAJat.`� -il x' ("Customer") and an officer of Midwest Fire Equipment &
Repair Co: ("Midwest Fire") the following apparatus and equipment:
One (I) 500 Gallon AIuminum Flat Bed Brush Truck and New Ford F-550 Super Cab Gas 4x4 Chassis
All of which are to be built in accordance with the specifications, clarifications and exceptions attached,
and which are made part of this agreement and contract, to be completed same in: 260 business days after
receipt of truck chassis by Midwest Fire, subject to all causes beyond our control.
A aratus Proposal Price s 137,919
Chassis Proposal Price $ 52 667
A aratus & Chassis Proposal Price 190,586
Total Proposal Price: 1 $ 190,586.00
Customer shall be responsible for taking possession of the apparatus and/or equipment at the Midwest
Fire location in Luverne, Minnesota, unless otherwise agreed to in a writing signed by Midwest Fire and
Customer.
Terms:
A deposit in the amount of: $5.267 (10% of the value of the Chassis) shall be paid within 10 business
days upon acceptance of this Proposal by the Customer.
The balance of the value of the chassis: $47,400 shall be paid within 10 business days of Midwest Fire
receiving formal notification that chassis is complete from the OEM.
Customer shall be responsible for paying the net cash balance upon acceptance of apparatus.
The amounts in this proposal shall remain firm for a period of 30 days from date of same. Proceeding
contract deadline date, all pricing and terms are subject to change upon review.
Change Orders:
Any change to the apparatus and/or equipment after the contract is signed will require a change order.
After the freeze date has been communicated by Midwest Fire to the Customer, any change will be
subject to a minimum change order fee of $150 (processing, engineering changes, documentation), plus
the change order cost. Any returned parts may be subject to a restocking fee, and depending on the lead
time of items included on the change order, the completion date of the apparatus may change.
Binding Effect: This contract shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, assigns, heirs, and beneficiaries.
Governing Law: This contract shall be governed by the laws of the State of Minnesota.
Jurisdiction and Venue: Any claims, causes of action, disputes, legal proceedings, or litigation arising
between the parties arising under or in connection with this contract or the formation thereof shall be
brought solely in Rock County, Minnesota. Customer, by entering into this contract, hereby submits and
consents to jurisdiction in the State of Minnesota.
Exclusion of Warranties: EXCEPT AS OTHERWISE PROVIDED TO CUSTOMER IN WRITING,
THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON
THE FACE OF THIS CONTRACT, AND CUSTOMER ACCEPTS APPARATUS AND/OR
EQUIPMENT "AS IS."
Respectfully submitted,
jojl � II-j
Sarah J. Atchison
President & CEO
Midwest Fire Equipment & Repair Company
We, the Customer, agree to accept the above proposal and hereby enter into the purchase
contract with signature below:
Custom er/business Name (please print)
Business Address
Printed Name
Signature Date
PAOU--k
Title '_j
FINAL SPECIFICATIONS: Attached you will find the final & comprehensive specifications for your truck. Read
them carefully. This document serves as formai notice that the attached specifications provide the entire scope of
work & design for the truck that Midwest Fire Equipment & Repair Company (Midwest Fire) is manufacturing for
you. Any & all equipment, features, accessories, mounts, graphics, etc. to be included with your truck is/are
detailed in this final specification document.
CHANGE ORDERS: The attached specifications are final & comprehensive. The project design for this truck is officially
frozen (Design Freeze) as of this date. Any future changes must be mutually agreed upon through an official written
Midwest Fire Change Order, executed (signed) by both Midwest Fire & the purchaser. Further, the purchaser
understands that any future design changes may impact both project cost and timeline. Purchaser will hold Midwest Fire
harmless from any potential liability incurred as a result of project delays resulting from any Change Orders:
IF THE EQUIPMENT/ITEM/FEATURE IS NOT DETAILED IN
THE SPECIFICATIONS FOR YOUR TRUCK AND YOU DO NOT
HAYEA CHANGE ORDER, SIGNED BYBOTH YOU �
MIDWEST FIRE, DETAILING THE CHANGEIADD OF THE
EQUIPMENT11TEM/FEATUREFOR YOUR TRUCK, IT WILL
NOT BE INCLUDED ON YOUR TRUCK.
FINAL PAYMENT, TRANSFER OF OWNERSHIP & TRAINING: The Purchase Contract states clearly that:
I) at the conclusion of your project & prior to taking possession, you will pay the balance remaining on the
purchase price of your truck, in full.
2) You will take physical possession of the truck & receive any & all training on the operation of your truck
at the Midwest fire facility in tuverne, Minnesota.
I hereby acknowledge that I have received & fully understand the above information.
Purchaser V Date 1
DocuSign Envelope ID: 5D9AB7D7-B800-4589-8BDD-5FE99FF89FA9
PROMISSORY O
FOR VALUE RECEIVED, the City of Laurel, 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 ONE HUNDRED NINETY THOUSAND
FIVE HUNDRED EIGHTY-SIX AND NO/100 DOLLARS ($190,586.00) 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 in March 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, 2030 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 August 25,
2023, 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. Payments hereunder shall be made directly to the Board pursuant to the EFT Authorization
attached hereto. All the terms, conditions and provisions of the Loan Agreement are, by this reference
hereto, incorporated herein as a part of this Promissory Note.
Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying
the ratio of the interest rate over the number of days in a year, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable
under this Note is computed using this method.
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 or less if
the Board agrees to shorter notice.
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
PROMISSORY NOTE -1
DocuSign Envelope ID: 5D9A67D7-8800-4589.8BDD-5FEgg FF89FA9
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.
IN WITNESS WHEREOF, the City of Laurel has caused this Promissory Note to be duly
executed, attested, and delivered, as of this 25th day of August, 2023.
CITY OF LAUREL
By David Waggoner
Its Mayor
(SEAL)
ATTEST:
By Iy Strecker
Its Clerk/Treasurer
BOARD OF INVESTMENTS OF THE
STATE OF MONTANA
DxuSlgned by:
89493(3US57486...
By Louise Welsh
Its Senior Bond Program Officer
r�.11��Y•1 ��.r•Si��
DocuSign Envelope ID: 5D9AB7D7-8800-4589-8BDD-5FE99FF89FA9
Borrower Name: City of Laurel Loan #:2981
I, the undersigned, a duly authorized representative, hereby authorize the Montana Board of Investments
to initiate electronic debit and/or credit entries to the Account listed below. The authorized representative
acknowledges the origination of ACH transactions to the listed account complies with provisions of U.S.
law.
Name of Financial Institution to debit/credit Account: �-R /C_
Address:
City, State, Zip: l'_� �'�X, V47- 5%QqY
Financial Institution Routing Number: 0!22:U5 -/4 -'*7-
For Credit To: City of Laurel
®Checking El Savings (check one) Account Number: �Q l `7 Lg
For Further Credit To (such as to Fire or School District): NA
Type of transfer for this account: ACH INTERCAP Loan# 2981
This authority remains in effect until the Montana Board of Investments and the designated Financial
Institution have received a revised EFT Authorization from an authorized representative or Loan #2981
has been paid in full according to its terms.
Signature 4�� ,, r_ Date 4
Printed Name 4
1501
Please notify the Montana Board of Investments if you have applied a filter or a block to your
account.
Please mail with documents or upload the completed form to:
https:Hinvestmentmt.com/INTERCAP/
ELECTRONIC FUNDS TRANSFER AUTHORIZATION -1
DocuSign Envelope ID: 5D9AB7D7-B800-4589-BBOD-5FE99FF89FA9
CERTIFICATE OF APPROPRIATION
The undersigned Clerk/Treasurer hereby certifies with respect to the Loan Agreement (the "Loan
Agreement"), dated as of August 25, 2023, by and between the City of Laurel (the "Borrower") and the
Board of Investments (the 'Board") that:
1. The governing body of the Borrower will prepare the budget for fiscal year 2024 and include in the
budget an amount designated and sufficient to make the Loan Repayments (as defined in the "Loan
Agreement") due in fiscal year 2024.
Dated this August 25, 2023.
CITY OF LAUREL
By Kell trecker
Its Clerk/Treasurer
CERTIFICATE OF APPROPRIATION - 1
CITY HALL
k
Laurel
115 OS i st st,
PUB
-my
of
%? O. Box 10
MD FAX: 62S'22141
WATER OFFICE: 628.74.11
Laurel. � lontma 59044
628220
MAYOR: 628-841%
Ci -61 City Attomey
DEPARTMENT
THIS OPINION iT INTENDED TO BE r GUARANTEE BY THE
:ir'D THAT ALLTHE PROVISIONS r
DOCUMENT iBE ! MORE THANr GUIDE FOR THE
BORROWER'SCOUNSEL.•i OF Ci"i
COUNSEL• INDEPENDENTLY RESEARCH, r AND r
THE " PROVISIONS HEREIN HAVE
25 August 2023
Board of Investments
of the State of Montana
2401 Colonial Drive, 3rd Floor
P.O. Box 200126
Helena, MT 59620-0126
Ladies and Gentlemen:
I have served as counsel to the City of Laurel (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 August
25, 2023, (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 August 25, 2023, and executed by the Borrower;
iii) the Promissory Note (the "Note") dated as of August 25, 2023, and executed by the
Borrower;
iv) Resolution No. of the Borrower, dated (the "Loan Agreement
Resolution");
vii) the proceedings of the Borrower with respect to the due execution and delivery by the
Borrower of the Loan Agreement, and Note Electronic Funds Transfer Authorization (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.
Based upon the foregoing, I (we) am 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.
(e) 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 the project vehicle and/or equipment.
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,
6 U
MICHELE L. BRAUKMANN
Civil City Attorney, City of Laurel
Borrower Attorney