HomeMy WebLinkAboutResolution 2687 Authorizing participation in INTERCAP - Swim Center: 12-15-87
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CERTIFICATE OF MINUTES RELATING TO
RESOLUTION NO. 2687
Issuer: City of Bozeman
Kind, date, time and place of meeting: A Commission
meeting held
on December 14 , 1987 at 2:00
o'clock 12.....m. in Bozeman
, Montana.
Members present: Mayor Mathre, Commissioner Stiff, Commissioner Vant
Hull
Members absent: Commissioner Martel
Documents attached:
Minutes of said meeting (pages):
RESOLUTION NO. 2687
RESOLUTI ON AUTHORIZING PARTI C I PA TI ON
IN THE BOARD
OF
INVESTMENTS INTERMEDIATE TERM CAPITAL PROGRAM
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 de scribed above, have been
carefully compared with
the original
records of the public body in my legal custody,
from wh i ch they have
been transcribed; that the
documents are a correct
and compl ete
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.
WITNESS my hand officially as such recording officer this __
15th day of December , 19R.
(jy~ o! 1dJ,~
Clerk of the Commission
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RESOlUTI ON NO.
2687
RESOLUTION AUTHORIZING PARTICIPATION IN
THE BOARD OF
INVESTMENTS INTERMEDIATE TERM CAPITAL PROGRAM
BE IT RESOLVED BY THE CITY COMMISSION
(the Governing
Body) CITY OF BOZEMAN (the Borrower) AS FOllOWS:
ARTICLE I. DETERMINATIONS AND DEFINITIONS.
Section 1.01. Definitions.
The following terms will have the meanings
indicated below
for all purposes of this Resolution unless the context clearly requires
otherwise. Capitalized terms used in this Resolution and not defined
herein shall have the meanings set forth in the Contract.
"Adjusted Interest Rate" means the rate of interest on the
Bonds determined in accordance with the provisions of Section 3.03 of
the Indenture.
"Board" shall mean the Board of Investments and any successor
to its functions.
"Board Act" shall mean Section 2-15-1805, Title 17, Chapter
5, Part 16, MCA, as amended.
"Bonds" shall mean the Bonds issued by the Board pursuant to
the Indenture-EO finance the Program.
"Borrower" shall mean the Borrower above named.
"Borrower Act" means (i) with respect to a county, Section
7-5-2306 and 7-!:i-2307, M.C.A. ( i i )
with respect to a city or town,
Sec t i on 7<9&84306, and (iii) any other statute enacted,
from time to
time, that authorizes a local
Government Unit to borrow money
consistent with the Program.
"Contract Resolution" means this
resolution or such
other
form of Resolution that the Issuer may approve and all amendments and
supplements thereto.
"Indenture" shall mean the Indenture of Trust dated March 16,
1987 between the Board and the Trustee pursuant to which the Bonds are
to be issued and all supplements thereto.
"Installment Purchase Contract"
or "Contract" means the
Installment Purchase Contract between the
Borrower and the
Board,
including any amendment thereof or supplement thereto entered into in
accordance with the provisions thereof and hereof, in substantially the
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form set forth in Exhibit A hereto.
"Loan" means the 1 oans of money by the Board to the Borrower
under the terms of the Contract pursuant to the Act and the Borrower
Act and evidenced by the Note.
"Loan Date" means the date of Closing a Loan.
"Loan Rate" means the rate of interest on the loan which is
initially 5.625% per annum and thereafter a rate equal to the Adjusted
Interest Rate on the Bonds and up 1. 5% per annum as necessary to pay
Program Expenses.
"Local Government Unit" shall mean a city, town, county or
consolidated city-county organized and existing under the laws of the
State and other governmental entity authorized by the Issuer to
participate in the Program.
"Note" or "Notes" means the note to be executed and delivered
by each Borrower p~nt to the Contract and the Indenture, in
accordance with the provisions hereof and thereof, in substantially the
form set forth in Exhibit B to the Contract, or in such form that may
be approved by the Issuer.
"Program" shall mean the Intermediate Term Capital Program of
the Board pursuant to which the Board will issue and sell Bonds and use
the proceeds to make loans to part i c i pa t i ng Loca 1 Government Unit s
pursuant to Installment Purchase Contracts.
"Project" shall mean those items of equipment, personal or
real property improvements to be acquired, installed, financed under
the Program as set forth on Exhibit B.
"Security Instrument" means a security agreement in
substantially the form set forth in Exhibit E of the Indenture, and, a
Uniform Commercial Code financing statement, in a form acceptable to
the Board and the Trustee granting a security interest in, or alien
on, the property const itut ing the Project or other real or personal
properties added to or substituted therefor.
"Trustee" shall mean First Trust Company of Montana and its
successors.
Section 1.02. Authority.
The Borrower is authorized by the Borrower Act to enter into
an Installment Purchase Contract for the purpose of obtaining a loan to
finance or refinance the costs of acquiring or installing equipment and
personal and real property improvements.
Section 1.03. Execution of Contract and Delivery of Note.
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Pursuant to the I ndenture and the Board Act, the Board has
issued and sold the bonds and deposited a part of proceeds thereof to
the Loan Fund held by the Trustee. The Board has,
pursuant to the
Commitment Agreement, agreed to make a Loan to
the Borrower in the
principal amount of $ 284.200.00
and upon the further terms
and conditions set forth herein, in the Commitment Agreement and in the
Installment Purchase Contract.
ARTICLE II. THE CONTRACT.
Section 2.01. Form.
The Contract
issued hereunder shall be
prepared in
substantially the form attached hereto as Exhibit B.
Section 2.02. Terms.
(a) The Contract shall be dated as of the Loan Date,
shall
be issued in registered form in the principal amount of $ 284,200.00
and shall canst itute a valid and
legally binding obl igation of th e
Borrower. The obligation to repay the Loan shall be evidenced
by a
Note which shall be in the form of Exhibit C to the Contract. The Loan
sha 11 bear interest at the
initial rate 5.625% per
annum through
February 28, 1988 and hereafter at the Adjusted Interest Rate, plus up
to 1.5% per annum as necessary to pay the cost of administering the
Program (the Program Expenses). All payments may be made by check or
wire transfer to the Trustee at its principal corporate trust office.
(b) The Loan Repayment Dates shall be February 15 and
August
15 of each year with the first
Loan Repayment Date determined
as
follows:
( i ) If the Loan
Date is less than 120 calendar days
preceding a Loan Repayment Date, the first Loan Repayment will be
that Loan Repayment Date, but the first Loan Repayment shall be an
interest only payment.
( i i ) If the Loan
Date is 1 es s than 60 ca 1 endar days
preceding a Loan Repayment Date, the
first Loan Repayment Date
sha 11 be the next fa 11 owi ng Loan Repayment
Date, and the Loan
Repayment shall be an interest and principal payment.
(iii) In all
other instances the first Loan Repayment
shall be due on the first Loan Repayment Date occurring after the
Loan Date and shall
consist of both a principal
and interest
payment.
(c) The term of the Loan Repayments cannot extend over
a
period of five years, with the five year period commencing on the date
of the first Loan Repayment Date.
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(d) The principal amount of the Loan may be prepaid
in whole
or in part (if in part,
in the amount of $50,000 or any integral
multiple of $10,000 over $50,000) by paying the Prepayment Amount on
February 15 and August 15 of each year, commencing February 15, 1988 or
if the fifteenth is not a business day, on the next succeeding Business
Day, provided that the Borrower
has given written notice
of its
intention to prepay the Loan in whole or in part to the Trustee and the
Issuer no later than 30 days prior to the designated prepayment date.
(e) The Prepayment Amount shall be equal
to the principal
amount of the Loan outs tand i ng, plus accrued interest thereon to the
date of prepayment plus a prepayment penalty (expressed as a percentage
of the principal amount of the loan outstanding) as follows:
If Loan is Prepaid
Pena lty
Prior to the first anniversary
of the Loan Date
2.5%
Prior to the second anniversary
of the Loan Date
2.0
Prior to the third anniversary
of the Loan Date
1.5
Prior to the fourth anniversary
of the Loan Date
1.0
Prior to the fifth anniversary
of the Loan Date
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(f) Within fifteen days following an Adjustment
Date, the
Trustee shall calculate the
respective amounts of principal and
interest payable by each Borrower on and with respect to its Contract
and Note for the subsequent August 15 and February 15 payments, and
prepare and ma i 1 by first
c 1 ass ma i 1 a statement therefor
to the
Borrower with a copy to the Issuer.
Section 2.03. Use and Disbursement of the Proceeds.
The proceeds of the Loan wi 11
be expended solely for the
purposes set forth in Exhibit A to the Contract. 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. Proceeds of
the Loan held by the Borrower pending expenditure shall not be invested
in interest bearing obligations, unless such obligations are: (a) tax
exempt obligations; (b) State or local government securities (SLGs), or
(c) tax-exempt money market obligations. Requests for disbursement of
the Loan shall be made in writing to the Trustee on a form approved by
the Trustee. Prior to the
closing of the
Loan and the first
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disbursement, the Borrower shall have delivered to the Trustee a
certified copy of this Resolution, the executed Contract and Note in
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 Contract or as the Board or Trustee may require.
Section 2.04. 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
contract of the Borrower with the Board. The provisions, covenants and
agreements herei n set forth to be performed by or on beha If of the
Borrower shall be for the benefit of the Board. The Contract 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
genera 1 fund of the Borrower, and any other money and funds of the
Borrower otherwise legally available therefor. The repayment of the
Loan shall be secured by a security interest in the Project being
financed. The Borrower shall enforce its rights to receive and collect
a 11 such taxes and revenues to insure the prompt payment of the
Borrower obligations hereunder.
Section 2.05. Covenant to Levy Taxes.
The Borrower acknowledges, pursuant to the Contract that in
order to meet its obligations under the Contract, it will:
(a) budget, levy taxes for and appropriate in each fiscal
year during the term of the Contract an amount sufficient to pay the
principal of and interest on the Loan;
(b) adjust rates and charges of any revenue producing
enterprises, as may be required to pay the principal and interest
thereon, if such revenues are to be used to pay the costs of the bonds.
ARTICLE III. CERTIFICATIONS, EXECUTION AND DELIVERY.
Section 3.01. Authentication of Transcript.
The City Manager and Administrative Ser. Dir~ and
other officers of the Borrower, are authorized and directed to prepare
and furnish to the Board and to attorneys approving the validity of the
Bonds, certified copies of this resolution and all other resolutions
and actions of the Borrower and of said officers relating to the
Commitment Agreement, the Contract, the Note, the Security Agreement
and certificates as to all other proceedings and records of the
Borrower which are reasonably required to evidence the validity and
marketability of the Note. All such certified copies and certificates
shall be deemed the representations and recitals of the Borrower as to
the correctness of the statements contained therein.
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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 Contract, the Note and this
Resolution is substantially the form of the opinion attached hereto as
Exhibit C.
Section 3.03. Execution.
The Contract, Note, Security Agreement and any other document
required to close the Loan shall be executed in the name of the
Borrower and shall be executed on behalf of the Borrower by the
signatures of the [Chairman of the Board of Trustees and Clerk of the
District School District Chairman of Board of Count Commissioners,
County Treasurer and County C erk and Recorder (County)] [Mayor or City
Manger and City Treasurer or City Finance Director (City)] (Please
insert the appropriate names) by the signatures of the
City Manager , and the seal of the Borrower affixed thereto.
PASSED AND APPROVED by the City Commission of the City of Bozeman
this 14th day of December , 198.1-. ,
By ~ A.vn~- '
I ts Mayor
Attest:
(?)~ oe! hg,~
Clerk of the Commission
City Attorney
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Member Vant Hull introduced the above resolution
and moved its acceptance. Member Stiff
seconded the
motion and the following members voted in favor thereof:
Commissioner Vant Hull. Commissioner Stiff and MaYor Mathre
the following members voted against the same: None
Absent: Commissioner Martel
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COPf
INSTALLMENT PURCHASE CONTRACT
between
BOARD OF INVESTMENTS
and
CITY OF BOZEMAN
as Borrower
DATE OF INSTALLMENT PURCHASE CONTRACT: December 18, 1987
AMOUNT OF COSTS OF PROJECT $280,000.00
COSTS OF ISSUANCE 7,000.00
COMMITTED AMOUNT 287,000.00
LESS DEPOSIT OF
COMMITMENT FEE (2,800.00)
PRINCIPAL AMOUNT OF
INSTALLMENT PURCHASE
CONTRACT $284,200.00
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ADDRESS OF BORROWER: City of Bozeman
P.O. Box 640
Bozeman, MT 59771-0640
ADDRESS, IF DIFFERENT
THAN ABOVE:
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This Installment Purchase Contract (the "Contract") dated as
of the date set forth on the cover hereof, and entered into between the
Board of Investments (the "Board"),
a public body
corporate and
instrumentality of the state of Montana, and the Borrower whose name is
set forth on the cover hereof (the "Borrower"), a political subdivision
of the State of Montana;
WIT N E SSE T H:
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WHEREAS, pursuant
to Section 2-15-1815, Montana
Code
Annotated (M.C.A.) and Title 17,
Chapter 5, Part 16,
Montana Code
Annotated (the "Act") and
in accordance wi th an Indenture of Trust,
dated as of March 16, 1987 between the Board and First Trust Company of
Montana (the "'Trustee") , the Board has
issued its !'Junicipal
Finance
Con so 1 idat ion Act AdJustable Rate
Tender Option Bonds
(Intermediate
Term Capital Proyram) , Series 1987
(the "Bonds"), has
determined to
loan a part of the proceeds thereof to the Borrower in the amount set
forth on Exh i bit A hereto and the cover hereof to enab 1 e Borrower to
finance and refinance the
acquisition and the
installation of
equ i pment, personal ana real property improvements (the "Project"), 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
Contract; and
WHEREAS, pursuant
to Sections 7-5-2306,
]-5-2307 and
7-5-4306, M.C.A., as the case may be, the
Borrower is author i zed to
enter into installment purchase contracts for the project as identified
in Exhibit A hereto.
WHE REAS , Borrower is authorized
under the laws of the State
of Montana, and has taKen
all necessary action, to
enter into this
Contract for the purposes set forth herein;
NOW, THEREFORE, for
and in consideration of
the p r em i s e s
hereinafter contained, the parties hereDy agree as follows:
ARTICLE I. DEFINITIONS AND RULES OF INTERPRETATION.
Secti on 1. Ol. Definitions.
The fa 11 owi ng terms wi 11 have
the mean ings inaicated below
for all purposes of this Contract unless the context clearly requires
otherwi se. Cap ita 1 i zed terms
used in this Contract and not defi neo
herein shall have the meanings set forth in the Indenture.
"Act" means Section 2-15-1805, M.C.A. and Title 17, Chapter
5, Part 16;M.c.A. as now in effect and as
it may from time to time
hereafter be amended or supplemented.
"Adjustment Date" means
tne Initial Adjustment
Date or a
Subsequent Adjustment Date.
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"Adjustment Periooll
means the perioa
beginning on an
Adjustment Date and end ing
on the day before the
next succeeding
Adjustment Date or the
Stated Maturity of
the Series 1987 Bonds.
whichever is earlier; provided that
if tne Series 1987 Bonds are not
paid at their Stated Maturity. the final Adjustment Period shall extend
until all Series 1987 Bonds are paid
or provision has been made for
their payment;
IIBoardll
means the Board of
Investments. a public
body
corporate organized and existing under the laws of the State and its
successors and assigns.
"Bonds II m2ans
the $6.500.000 aggregate principal amount
of
Board of I tl"i7eS'tme n t 5 Adjustable Rate
Tender Option fl'lunicipal Finance
Consolidation Act Bond s (Interm
ediate Term Capita 1
Program). Series
1987. authorized to be issued under the Indenture.
IIBorrowerll means the Local Government Unit which is set forth
on the cover ot this Contract
and which is borrowing and
using the
proceeds of the Contract to
finance. refinance and/or
be reimbursed
for. all or a portion of the Cost of the Project.
IIBorrower Act"
means with respect to
a county Sections
7-5-2306 and 7-5-2307,
M.C.A. and with respect
to a city or
town
Section 7-5-4306. M.C.A.
"Capitalized Costs
of Issuance" means
the amount equa 1 to
1.5% of Project Amount which is capita1ized by Borrower as part of the
Loan.
"Closing" means
the closing of
a Loan. the execution
ana
delivery of this Contract and Note at which time the Trustee disburses
funds from the Loan Fund to a Borrower.
IICommitment Agreement"
means the agreement
between an
original Borrower and
the Issuer. including any amendment thereof or
supplement thereto entered into
in accordance with
the provisions
thereof ana hereof.
in substantially tne form
set forth in
the
Indenture.
"Comnlltment Fees"
means the fees
pa id by Borrowers to the
Issuer pursuant to the Commitment Agreements.
"Code" means the Internal
Revenue Code of 1986. as amended.
and the regulations promulgated or proposed tnereunder.
"Commencement Date" means
the date. set forth in Exhibit
A
hereto when the term of thls Contract begins and the obligation of the
Borrower to maKe Contract Repayments begins to accrue.
"Contract Resolution"
means a resolution. duly
and validly
adopted by a 8orrower autnorizing the execution
and delivery to the
Issuer of a Contract and Note. in substantially the form set forth in
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Exhibit B to the Indenture. or such other form of Resolution that the
Issuer and the Board of Investments may approve and all amendments and
supplements thereto.
"Cost" means, to the extent authorized by the Borrower Act.
the cost oTConstruction and acquisition of all lands, structures,
property (real or personal), rights, rights-of-way, franch ises,
easements and interest acquired by the Borrower for a Project; the cost
of demolishing or removing any buildings or structures on land so
acquirea, including the cost of acquiring any lands to which such
buildings or structures may be moved; the cost of all machinery and
equipment, financing charges, interest prior to and during construction
and for such a limited period after completion of such construction as
the Board deems advisable, interest and reserves for principal and
interest and for extensions, enlargements, additions and improvements;
the cost of plans, specifications. studies. surveys, estimates of cost
and of revenues, and administrative expenses necessary or incidental to
determining the feasioility or practicability of constructing the
Project; and such other expenses as may be necessary or incidental to
the construction, reconstruction, renovation and acquisition of the
Project. the financing or refinancing of such construction,
reconstruction, renovation and acquisition and the placing of the
Project in operation; provided, however, that such term shall not
include such items as fuel, suppl ies or other items which are
customarily deemed to result in a current operating charge.
"Costs of Issuance" means all items of expense directly or
indirectly payaole by or reimDursable to the Board and related to the
authorization, issuance, sale and delivery of the Bonds, including but
not limlted to the Issuer's fees. costs of preparation and fees and
charges of the Trustee, legal fees and charges, fees and disbursements
of underwriters, consultants and professionals, fees and charges for
preparation, execution ana safeKeeping of the Bonds and any other cost,
charge or fee in connection with original issuance of the Bonds.
"Counsel" means an attorney or firm of attorneys duly
admitted to practice law before the highest court of any state.
"Default" means an event or condition the occurrence of which
would, with the lapse of time or the giving of notice or both, become
an Event of Default.
"Event of Default" means any occurrence or event descrioed in
Section X hereOT.
"Fiscal Year" means the fiscal year of the Borrower beginning
on July 1 and ending June 30.
"Indenture" means that certain Indenture of Trust, dated as
of February 15, 1987, by and between the Board and the Trustee, as
originally executed or as it may from time to time be supplemented,
modified or amended in accordance with its terms.
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"Initial Adjustment Date" means March 1, 1988.
"Initial Interest Rate" means with respect to Contracts
entered into prior to March 1, 1988 the Loan Rate from the date of such
Contract to the Initial Adjustment Date.
"Installment Purchase Contract" or "Contract" means this
Contract, including, the Exhlbits attached hereto, and the Security
Instrument, if any, as originally executed or as they may from time to
time be supplemented, modified or amended in accordance with the terms
hereof and of the Indenture.
"Loan" means the 1 aan of money by the Board to the Borrower
unaer the terms of th is Contract pursuant to the Act and the Borrower
Act, evidenced by the Note.
"Loan Date" means the date of Closing a Loan.
"Loan Fund" means that fund created by Section 6.03 of the
Indenture from wnich the Board makes loans to the Borrower.
"Loan Rate" means the rate of interest on the Loan as
provided for in Section 5.01 of this Contract.
"Loan Repayments" means the payments payable by the Borrower
pursuant to Article V of this Contract.
"Loan Repayment Date" means the 15th day of Feoruary and the
15th aay or August or, if any such day is not a Business Day, the next
Business Day thereafter, during the term of the Loan.
"Loan Term" means the term provided for in Article V of this
Contract.
"Local Government Unit" shall mean a city, town or county
organized and existlng unaer tne laws of the state and any other
governmental entity authorized law and approved by the I ssuer to
participate in the Program.
"Maximum Interest Rate" means the maximum rate of interest on
the Bonds Whlcn snall not exceed fifteen percent (15%) per annum.
"Note" means the promissory note executed and del ivered by
the Borrower in substantially the form set forth in Exhibit C attached
hereto and maae a part hereof.
"Program" means the Issuer's Intermediate Term Capital
Program established under the Act and pursuant to which, the Indenture
and this Contract the Issuer finances Projects for Local Government
Un its.
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"Program Expenses" means the expenses of the Program,
including (without limitation) the fees and expenses of the Trustee and
such other fees and expenses of the Program or of the Issuer relating
thereto as shall be approved by the Issuer.
"Project" means those items of equipment, personal or real
property improvements to be acquired, installed, financed or refinanced
under the Program and set forth on Exhibit A attached hereto.
"Security Instrument" means a security agreement in
substantially the form set forth in Exhibit F of the Indenture, and a
Uniform Commercial Code financing statement, in a form acceptable to
the Board and the Trustee granting a security interest in, or a lien
on, the property constituting the Project or other real or personal
properties added to or suostituted therefor.
"Suosequent Interest AdJ us tment Date" or "Adj ustment Date"
means March 1 in the years 1989 througn 1994.
"State" means the State of Montana.
"Trustee" means the First Trust Company of Montana, a
corporation organized and existing under the laws of the State of
Montana, having its principal corporate trust office in Bi 11 ings,
Montana, or its successor as trustee as provided in Article XII of the
Indenture.
Section 1.02. Rules of Interpretation.
For all purposes of this Contract, except as otherwise
expressly proviaed or unless the context otherwise requires:
(a) "This Installment Purchase Contract" or "this Contract"
means this instrument as originally executed and as it may from time to
time be modified or amenced.
(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
"herevJith" and other words of s imi 1 ar import refer to th is Contract as
a ~" h ole and not to any par tic u 1 a r Art i c 1 e, S e c t ;0 nor 0 the r
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
sing u 1 a r .
(d) All accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted
accounting principles.
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(e) The terms defined elsewhere in this Contract shall
have
the meanings therein prescribed for them.
( f) Words of
the ma s c U 1 i n e gender shall
be deemed and
construed to include correlative words
of the feminine and
neuter
gender.
(g) The headings or captions used in this Contract
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 Contract shall be construed in accordance
witn the
laws of the State.
Sect ion 1. 03 . Exhibits.
The following are exhibits to and a part of this Contract:
Exhibit A:
Description of Loan.
Exhibit B:
Description of Draw.
Exhibit C:
Promissory Note.
Exhibit D:
Opinion of Borrower's Counsel.
Exhibit E:
Certificate of Officials.
Exh i 0 it F:
Certificate of Appropriation.
Exhioit G:
Form of Draw Request.
Exhibit H:
Security Agreement
ARTICLE II. REPRESENTATIONS, COVENANTS AND WARRANTIES OF BORROWER.
Section 2.0l. Representations and Warranties.
Borrower represents and
warrants for the benefit
of the
Baara, the Trustee, and the Bondholders as follows:
(a) Organization and Authority.
The Borrower:
(1 ) is a political
subdivision of the State of Montana;
(2 ) has
complied with all pUblic
bidding and other
State and Federal laws
applicable to this Contract
and the
acquisition or installation of the Project.
(b) Full Disclosure.
There is no fact that Borrower has not
disclosed to the Board
or its agents in
writing that materi ally
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 local government units to
levy property taxes, that wi 11
materially adversely affect
the
properties, activities, prospects or condition (financial or otherwise)
of Borrower or the ability of
Borrower to make all Repayments
and
otherwise perform its obligations under this Contract, the Note and the
Security Instrument.
7
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on _________
. .
(c) Pending Litigation. There are no proceedings pending~
or to the knowledge of Borrower threatened, against or affecting
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 Borrower, or the ability of
Borrower to make a 11 Loan Repayments and otherwi se perform its
obligations under this Contract, the Note and the Security Instrument,
and that have not been disclosed in writing to the Board.
(d) Borrowing Legal and Authorized. The consummation of the
transactions provided for ln this Contract, the Note and the Security
Instrument and compliance by Borrower with the provisions of this
Contract, the Note and the Security Instrument:
(1) are within the powers 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 of Exhibit C
hereto; 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 Borrower pursuant to
any indenture, loan agreement or other instrument (other than this
Contract, the Note and the Security Instrument) to which Borrower
is a party or by which 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 tnerewith does not result in the Borrower exceeding
its statutory deDt limitation.
(e) No Violation. No event has occurred and no condition
exists that, upon execution of this Contract, the Note and the Security
Instrument or receipt of the Loan, would constitute a Default or an
fvent of Default. 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
bouna.
(f) Use of Proceeds. Borrower will apply the proceeds of
the Loan from the Board to finance or refinance all or a portion of the
Costs of the Project described in Exhibit A attached hereto. Al1 of
said Projects are eligible for financing under the Installment Purchase
Contract Act and are or will be used by the Borrower for the purpose of
fulfilling its obligations to the public.
8
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,
.'
(g) Completion of the Project; Payment of Excess Costs of
the Project. The Borrower shall proceed ai1igently to complete the
Project ana to requisition the funds necessary to pay the Costs thereof
not later than the completion date set forth in Exhibit A attached
hereto and made a part thereof. The Borrower shall pay any amount
required for the acquisition, construction and equipping of the Project
in excess of the amount availaDle to be loaned to the Borrower
hereunder.
(h) Effect of Loan. The proceeds of the Loan wi 11 be used
solely to pay the allowable Costs of the Projects and will not exceed
the total Costs thereof, as presently estimated, or with respect to
Projects to be refinanced, the lesser of such Costs or the principal
amount of the indebteaness of the Borrower from other borrowing
sources, plus the Borrower's Capitalized Costs of Issuance.
(i) Opinions. Concurrently with the execution of this
Contract, Borrower Wl I I cause its Counsel to deliver to the Insurer and
the Trustee an opinion substantially in the form of Exhibit 0 hereto.
Section 2.02. Particular Covenants of Borrower.
(a) Maintenance and Use of Project. Borrower shall maintain
the Project in good condHion, maKe all necessary renewals,
replacements, additions, betterments and improvements thereto and
maintain insurance with respect to the Project, its other properties
and its operat ions in such amounts and against such risks as are
customary for governmental entities such as the Borrower.
(b) Security Interest. The Borrower shall grant the Board a
first security interest in the Project being financed by the Loan to
the extent allowea by law, by executing and delivering the Security
Instrument.
(c) Liens. Borrower shall not create, incur or suffer to
exist any lien, charge or encumbrance on the property constituting the
Project prior to the security interest granted hereunder other than (i)
any security interest or lien pursuant to a loan agreement, mortgage,
deed of trust, indenture or similar financing agreement of Borrower in
force and effect as of the date of this Contract which creates a
security interest or 1 ien in after-acquired property of Borrower and
which is approved in writing by the Board, (ii), any security interest,
mortgage or deed of trust permitted in writing by the Trustee, or
(iii), any security interest or lien imposed or arising by statute or
operation of law.
(d) Expenses. Borrower wi 11, at the request of the Board,
pay all expenses relating to the Loan, the Note, the Security
Instrument and this Contract, including but not limited to:
(1) all other reasonable out.of-pocket expenses of the
Trustee (including the reasonable fees and disbursements of
9
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_n .........___.____
counsel retained by the Trustee) and the Board in connection with
the Loan, this Contract and the Security Instrument, if any; and
(2)
the Borrower wi 11 cause all
financing statements
necessary to be filed in
connection with the security
interest
granted in the Security Instrument, if any is required hereunder,
to be executed and filed, at Borrower's expenses.
Section 2.03. Covenants Relating to the Tax Status of the Bonds.
Borrower covenants and agrees that it shall not use or permit
the use of any of the funds provided
by the Board hereunder or any
other funds of the Borrower, directly or indirectly, in such manner as
would, or take or omit to taKe any other action that would, cause any
Bona to be an "arbitrage oond" within the meaning
of Sect i on 148 of
said Code.
Section 2.04. 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 Contract, a certificate
in substantially the form
attached hereto as
Exhibit F that the
Governing Body of the Borrower has budgeted and appropri ated for the
then current fiscal year
an amount sufficient
to make the Loan
Repayments due in that Fiscal Year, as required in Article VI hereof.
(b) The Borrower agrees to permit the Board and
the Trustee
to examine, visit and inspect,
at any reasonab 1 e time, the property
constituting the Project, ana
the Borrower's facilities,
and any
accounts, bOOKS and records,
including its receipts,
d i s bur s em e n t s ,
contracts, investments and
any other matters relating thereto and to
its financial stanaing, and to supply such reports and information as
the Board or the Trustee may reasonably require.
ARTI CLE II I. LOAN TO BORROWER.
Subject to
the terms and conditions
of th is Contract, the
Bo a r d hereby agrees to
loan and advance to
the Borrower, and the
Borrower agrees to borrow and accept from the Board, tne Loan in the
principal amount equal to the commitment set forth on the cover hereof
and Exhibit A attached hereto and made a part hereof or sa much thereof
as may be advanced hereunder, provided, however, that the amount may be
reduced if the Borrower has not ifi ed the Board i n w r i tin 9 th a tall
0 r
part of the moneys reserved for such Borrower are not expected to be
used for the Project. Providedt
however, that a
reduction in the
principal amount necessary to pay the Costs of the Project shall
not
reduce the Borrower's obligation to pay its proportionate share of the
Cost of Issuance based on the costs of the Project shown on the cover
hereof and as evidenced
by the Commitment Agreement.
A lthough the
Board intends to make the Loan to the Borrower in the full amount of
sucn commitment to pay Costs of the
Project and Borrower's share of
10
,
..
Capitalized Costs of Issuance,
due to unforeseen circumstances there
may not be a sufficient amount on deposit in the Loan Fund on any date
to make the Loan in such amount.
In any event, the Borrower agrees
that the amount actually advanced to the Borrower prior to such date
shall constitute the principal
amount of the
Loan and neither
the
Board, nor the Trustee nor the Insurer
sha 11 have any obl igation to
loan any additional amounts to the Borrower.
To the extent there are
Uncommitted Funds available in the Loan Fund, the Board may authorize a
loan to the Borrower
in ex c e s s of
the principal amount
of this
Installment Purchase Contract, upon receipt of written request for such
an increase, a revisea
cover page of
this Contract and
a revised
Exhibit A. The proceeds
of the Loan
shall be used
strictly in
accordance with the provisions
hereof. The Borrower
shall have
no
1 eg a 1 or equ itab 1 e interest
in the proceeds of the
Bonds or in
any
amounts from time to time on deposit in the fundS and accounts created
by the Indenture.
ARTICLE IV. LOAN PRUVISIONS.
Section 4.01. Commencement of Installment Purchase Contract Term.
The term of this Contract shall
commence on the date hereof
unless otherwise provided in this Contract.
Sect ion 4.02. Termination of Contract.
This Contract
wi 11 terminate upon
payment in full
of all
amounts due under
this Contract and
upon the fu 11 and
complete
performance ana payment of
all of
the Borrower's other obligations
hereunder, including those under Section 2.04(b) hereof.
Section 4.03. Loan Closing Submissions.
Concurrently with
the
execution and delivery
of this
Contract, Borrower
is providing to
the Bo ard and the
Trustee, the
following documents (except
that the Board
may waive any
of such
documents):
(a) A
certified resolution of the
Borrower in
form and
substance substantially identical
to the "Form
of the Resolution"
document hereto; provided, however, that the Board may permit variances
in such certified resolution from the form or substance of such "Form
of Resolution" if, in
tne good faith judgment
of the Board,
such
variance is not to
the material detriment of
the interests of the
Bondholders and such certified
resolutions
are acceptable to
the
Trustee;
(b) An
opinion of the
Borrower's counsel in
form and
substance substantially identical
to Exhibit
D hereto; provided,
however, that the Board may permit variances in such opinion from the
form or substance of such Exhibit 0 if, in the good faith judgment of
11
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.
the Board. such variance is
not to the material detriment
of the
interests of the Bondholders
and such opinion is
acceptable to the
Trustee;
(c) A certificate of the officials of the Borrower who sign
the Contract. the Note, and
the Security Instrument
in form ana
substance substantially identical to Exhibits E and H hereto; provided.
however, that the Board may permit variances in such certificate from
the form or substance of Exhibit E if, in the good faith jUdgment of
the Board, such variance is
not to the material detriment
of the
interests of the Bondholders and such certificate is acceptable to the
Trustee;
(d) The executed
Security Ins trumen t
(Exhibit H) . if an y .
including evidence of filing of a financing statement. if any. in every
office in which it is requ i red
to be fil eo in
order to perfect the
security interest of the
Board in the
personal property pledged
pursuant to the Security Instrument;
(e) A bill. or. if there are more than one. bills of sale.
construction contract or contracts, invoice or invoices. purchase order
or purchase orders or other evidence satisfactory to the Board that the
Proj ect has been purchased. ordered. constructed
or ins ta 11 ed
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 paymen t has
been made; and for
any debt being
refinanced, the cance 11 ed note or
other financing document
or other
evidence satisfactory to the Board of such refinancing.
( f) Such other
closing documents and certificates
as the
Board or Trustee may reasonably request.
Sect ion 4.04. Draws of loan.
For each draw of the loan the Borrower shall deliver to the
Board and the Trustee a certificate executed by its authorized officer
in su Os tant i ally the form
attached hereto as
Exhibit G. and a new
Exhibit B hereto, stating the amount of such draw, the portion of the
Project described in Exhibit A hereto for which the draw is to be used.
that the draw is authorized under this Contract, that all
conditions
hereto have been satisfied and that each of the terms and conditions
described in Section 4.03 (a) .
(b) , ( c) , (d) ,
(e) and ( f) have been
deliverea to the Board and the Trustee with respect to such draw. The
initial Oraw of the Loan shall contain an amount equal
to Borrower I s
Cap ita 1 i zed Costs of Issuance calculated on
the Costs of the Project
shown on the Commitment Agreement. Upon the advance
of each draw the
Note shall be endorsed by the Trustee on
the Advances Grid attached
thereto.
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ARTICLE V. LOAN REPAYMENTS.
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:
(i) If the Loan Date is less than 120 calendar days
preceding a Loan Repayment Date, the first Loan Repayment will be
that Loan Repayment Date, but the first Loan Repayment shall be an
interest only payment.
(ii) If the Loan date is less than 60 calendar days
preceding a Loan Repayment Date, the first Loan Repayment Date
sha 11 be the next following Loan Repayment Date, and the Loan
Repayment shall be an interest and principal payment.
(i i i) In all other instances the fi rst Loan Repayment
shall be due on the first Loan Repayment Date occurring after the
Loan Date and shall be an interest and principal payment.
(b) Borrower hereby agrees to make Loan Repayments to the
Trustee on each Loan Repayment Date to be calculated by the Trustee and
consisting of the sum of the following items:
(i) Principal in an amount based upon a schedule that
prov ides for amort i zat i on of the pr i nc i pa 1 of the Loan in
substantially equal payments of principal and interest over the
term of the Loan, assuming an Initial Interest Rate of 5.75% per
annum. Eacn aavance of the principal of the Loan as shown in the
Advances Grid on the Note shall be repaid in semi-annual
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 scheoule.
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 Perioo at the Loan
Rate.
(c) The Loan Rate shall equal the interest rate on the
Board's bonds, as determined pursuant to Section 3.03 of the Indenture,
plus up to 1 and 1/2% per annum as ;s necessary to pay the Borrower's
share of Program Expenses as determined by the Board. The interest
rate on the Board's bonds shall not exceed 15% per annum.
(d) Within fifteen days of the Adjustment Date the Trustee
shall calculate the new interest component of the Installment Purchase
Contract Repayments and shall notify the Borrower of the amount of the
Borrower I s semi -annua 1 Installment Purchase Contract Repayments not
more than twenty days following each Adjustment Date.
13
.
(e) From and after any Loan Repayment Date,
the Loan shall
bear interest at a rate
equal to
two percent on the yield
(coupon
equivalent) as of the Loan Repayment Date, on United States of America
Treasury Bills of a duration as
close as possible to
the term over
which the Loan Repayment is delinquent.
( f) Loan Repayments may be made by check
or wire transfer of
funds to the Trustee.
(g) The
term of the Loan Repayments
cannot extend over a
period of five years, with the five year period commencing on the date
of the first Loan Repayment Date.
Section 5.02. The Note.
On the date of this Contract, the Borrower shall execute the
Note to ev idence such obligation
in substantially the
form attached
hereto as Exhioit C. The obligations of the Borrower under the Note
shall be oeemed to be amounts payable under Section 5.01. Each payment
made to the Trustee pursuant to the Note shall be deemed to be a credit
against the corresponding obligation of the Borrower under Section 5.01
and any such payment made to the Trustee shall fulfill the Borrower's
obligation to pay such amount hereunder and under the Note.
Section 5.03. Obligations of Borrower.
The obl igations of the Borrower to make the Loan repayments
and all other payments requ i red hereunder and to perform and observe
the other agreements on its part contained herein shall be absolute and
uncond it i ana 1 , except as
may be 1 imited
by tax and budgetary
limitations estaol iShed by 1 aw on
the date hereof, and sha 11
not be
abated, rebated, set off,
reduced, abrogated, terminated,
waived,
diminishea, postponed or
otherwise modified in any manner or
to any
extent whatsoever, wh i 1 e
any bonds remain outstand
ing or any Loan
Repayments remain unpaid,
regardl ess of any contingency, act of God,
event or cause whatsoever, including, without
limiting the generality
of the foregoing, any acts or circumstances that may constitute failure
of consideration, eviction or
constructive eviction, the
taking by
eminent domain or destruction of or damage to the Projects, commercial
frustration of purpose, any change in the laws of the United States of
America or of the State or any political subdivision of either or in
the rules or regulations of any governmental authority, or any failure
of the Board or the
Trustee to perform
ana observe any agreement,
whether express or implied,
or any duty, 1 i ab il ity
or obligation
arising out of or
connected wi th the Project,
this Contract or the
Indenture. Th i s Contract sha 11 be deemed and construed to be a
"net
contract," and the Borrower
shall pay absolutely
net the Loan
Repayments and all other payments required hereunder, regardless of any
rights of setoff, recoupment,
abatement or counterclaim that
the
Borrower might otherwise have against the Board,
the Trustee or any
other party or parties;
prov i ded f however, that
payments hereunder
shall not constitute a waiver of any such rights.
14
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.
,
:
ARTICLE VI. COVENANT TO LEVY TAXES.
The Borrower agrees that in order to meet its obl igation to
make the Installment Purchase Contract
Repaymen ts and
all other
payments hereunder that it will:
(a) budget, levy taxes for and appropriate
in each fiscal
year during the term of this Contract an amount sufficient to pay the
principal of and interest hereon;
(b) adjust rates
and charges of its
revenue producing
enterprises as may be required to pay
the principal and
interest
hereon.
ARTICLE VII. DISCLAIMER OF WARRANTIES.
THE BOARD AND ITS AGENTS MAKE NO WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, AS TO THE
VALUE, DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF
THE PROJECT OR ANY PORTION THEREOF OR ANY OTHER WARRANTY WITH RESPECT
THERETO. In no event
shall tne Board or
the Trus tee or their
respective agents be liable for any incidental, indirect,
special or
consequential damages in connection
with or arising
out of this
Contract or the Project or the existence, furnishing,
functioning or
Borrower's use of the Project or any
i tern or products or
services
provided for in this Contract.
ARTICLE VII I. OPTION TO PREPAY LOAN REPAYMENTS.
The Borrower may prepay the Loan in whole or in part (if in
part in the amount of $50,000 or any integral multiple of $10,000 over
$50,000, on any Loan Repayment Date,
but on ly upon the
terms and
subject to the conditions of this section. The Borrower shall gi ve
written notice of its intention to prepay all
or a part of its Loan
Repayments to the Trustee and the Board at least 30 days prior to the
date designated for prepayment.
The Borrower sha 11
make such
prepayment to the Trustee at its principal corporate trust offi ce in
Billings. The Prepayment Price shall be equal to the sum of (a)
the
principal amount of the Loan to be prepaid, (b) the accrued interest
thereon to the date of prepayment plus a prepayment penalty (expressed
as a percentage of the principal amount of the loan outstanding)
as
follows:
15
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.
..
If Loan Is Prepaid
Pen a lty
Prior to the first anniversary
of the Loan Date
2.5%
Prior to the second anniversary
of the Loan Date
2.0
Prior to the third anniversary
of the Loan Date
1.5
Prior to the fourth anniversary
of the Loan Date
l.0
Prior to the fifth anniversary
of the Loan Date
.5
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 IX. ASSIGNMENT AND LEASING.
Section 9.0l. Assignment by Board or Trustee.
(a) The Borrower
expressly acknowledges that all
right,
title and interest of the Board in and to this Contract (except for the
rights of the board to
indemnification pursuant to Section
11.08
hereof), the Note and the Security Instrument have been assigned to the
Trustee, as security for tne
Bonds, under and as
prov ided in the
Indenture, and that if any Event of Default shall occur, the Trustee
shall be entitled to act hereunder in the place and stead of the Board.
In addition, the Borrower aCKnowledges that the Board has appointed the
Trustee as servicer entitled to act hereunder in the place and stead of
the Board. The Borrower hereby approves the Indenture and consents to
such as s i gnment and appointment.
This Contract, the Note
and the
Security Instrument, including (without
limitation) the right
to
receive payments required to be made by the Borrower hereunder and to
compel or otherwi se enforce performance by the Borrower of its other
obligations hereunder, may be further assigned and reassigned in whole
or in part to one or more assignees or subassignees by the Trustee at
any time subsequent to tneir
execution wi thout the necessity
of
obtaining the consent of the
Borrower. Forthwith upon
any such
assignment the Trustee sha11 notify the Borrower thereof.
(b) The Borrower aCknowledges that payment of the bonds does
not constitute payment of the amounts due under this Contract.
16
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Section 9.02. Assignment by Borrower.
This Contract may not be assigned or encumbered by Borrower
for any reason without the express written consent of the Trustee and
the Board.
ARTICLE X. EVENTS OF DEFAULT AND REMEDIES.
Section 10.01. Events of Default Oefined.
If any of the following events occurs, it is hereby defined
as and declared to be and to constitute an "Event of Default":
(a) Fai 1 ure by Borrower to pay any Installment Purchase
Contract Repayment required to be paid hereunder at the time specified
herein and the continuation of such failure for a fJer;od of three (3)
days after telephonic or telegraphic notice by Trustee that such
payment has not been received.
(b) Failure by Borrower to observe and perform any covenant,
cond i t i on or agreement on its part to be observed or performed under
this Contract, other than as referred to in Section 10.01(a) for a
period of thirty (30) days after written notice, specifying such
failure and requesting that it be remedied, is given to Borrower by the
Trustee, unless the Trustee shall agree in writing to an extension of
such time prior to its expiration; provided, however, if the failure
stated in the notice cannot be corrected within the applicable period,
the Trustee will not unreasonably withhold their consent to an
extension of such time if corrective action is instituted by Borrower
within the applicaole period and diligently pursued until the Default
is corrected;
(c) Any warranty, representation or other statement by or on
behalf of Borrower contained in this Contract or in any instrument
furnished in compliance with or in reference to this Contract or in
connection with the Loan, is false or misleading in any material
respect;
(d) The Borrower files a petition in voluntary bankruptcy
unaer the United States Bankruptcy Code or seeking relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any
jurisdiction, whether now or hereafter in effect, or consents to the
filing of any petition against it under such law;
(e) The Borrower is generally not paying its debts as such
debts become due, or becomes insolvent or bankrupt or makes an
assignment for the benefit of creditors, or a custodian (including
without limitation a receiver, liquidator or trustee) of the Borrower
or any of its property is appointed by court order or taKes possession
thereof and such order remains in effect or such possession continues
for more than 30 days;
17
,
,
.
(f) A default occurs under the Security Instrument, if any.
Section 10.02. Notice of Default.
Borrower agrees to
give the Trustee and the
Board prompt
written notice if any petition referred to in Section 10.01(d) is filed
by Borrower or of the occurrence of any other event or condition which
constitutes a Default or an Event of Default immediately upon becoming
aware of the existence thereof.
Section 10.03. Remedies on Default.
If an Event of Default referred to in Section 10.01(d) shall
have occurred, the Trustee shall declare the Loan and all other amounts
due hereunder to be immediately due and payable, and upon notice to the
Borrower the same shall become due and payable without further notice
or demand. Whenever any Event of Default referred to in Section 10.01
hereof shall have happened and be continuing, the Trustee shall have
the right to take any action
permitted or required pursuant to the
Indenture and shall, with the consent of the Insurer, take one or any
comoination of the following remedial steps:
(a) Declare the
Loan and all other amounts
due hereunder
(including the prepayment pen a 1 ty ,
if any, calculated pursuant
to
Article VIII hereof) to be immediately due and payable, ana upon notice
to Borrower the same s ha 11
become immed i ate 1 y due and
payable by
Borrower without further notice or demand; and
(b) TaKe whatever
at h er action at 1 aw 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 10.04. Attorneys Fees and Other Expenses.
The Borrower shall
on demand pay to the
Board and/or the
Trustee the reasonable fees and
expenses of attorneys and
other
reasonable expenses incurred by either of them, or by any agency of the
State s elected by the Board to act on its behalf or by the Attorney
General, in the collection of Installment Purchase Contract Repayments
or any other sum due or the enforcement of performance of any other
obligations of Borrower upon an Event of Default.
Section 10.05. Application of Moneys.
Any moneys collected by the Board or the Trustee pursuant to
Section 10.03 hereof shall be applied (a) first, to pay any attorney's
fees or other fees and expenses owed by Borrower pursuant to Sect ion
10.04 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
18
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-- - - - - - ---
... - -..-- .. --------
.
..
due hereunder; and (e) fifth, to pay interest and principal on the Lo"an
and other amounts payab 1 e 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 10.05).
Section 10.06. No Remedy Exclusive, Waiver and Notice.
No remedy herein conferred upon or reserved to the Board or
the Trustee is intended to be exclusive and every such remedy shall be
cumulative and shall be in addition to every other remedy given under
this Contract or now or hereafter existing at law or in equity. No
delay or omission to exercise any right, remedy or power accruing upon
any Default or Event of Default shall impair any such right, remedy or
power or shall be construed to be a waiver thereof, but any such right,
remedy or power may be exercised from time to time and as often as may
be deemed expedient. In order to entitle the Board or the Trustee to
exercise any remedy reserved to it in this Article X, it shall not be
necessary to give any notice, other than such notice as may be required
in this Article X.
ARTICLE XI. MISCELLANEOUS.
Section 11.01. Notices.
All notices, certificates or other
communications hereunder
sha 11 be sufficiently given and
shall be deemed
given when hand
delivered or five days after mailed by registered or certified mail,
postaye prepaid, to the Borrower at the address specified on the cover
hereof and to the other parties at the following addresses:
( 1) Board:
Board of Investments
Capito 1 Stat ion
Helena, Montana 59620
Attention: Bond
Program Officer
(2 ) Trustee:
First Trust Company of Montana
303 North Broadway
Billings, Montana
59103
Attention: Corporate
Trust Department
Any of the parties may,
by notice in wr it i n g
given to the others,
designate any further or
different addresses to which
subsequent
notices, certifies or other communications shall be sent.
Section 11.02. Binding Effect.
This Contract shall
inure to the benefit of
and sha 11 be
binding upon the Board, Borrower and their respective successors
and
assigns.
19
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.
.
"
Section 11.03. Severability.
In the even t any provision
of th i s Contract
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 11.04. Amendments, Changes and Modifications.
Th i s Contract may not be amended by the Board and Borrower
unless such amendment shall have been consented to in writing by the
Trustee and the Insurer.
Section 11.05. Execution in Counterparts.
This Contract may
be simultaneously executea in
several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
Section 11.06. Applicaole Act.
This Contract shall
be governed by and
construed in
accordance with the laws of the State.
Section 11.07. Consents and Approvals.
Whenever the written consent or approval of
the Board shall
be required und er the provisions
of this Contract, such
consent or
approval may be given by
the Administrator of the
Board, unless
otherwise provided by 1 aw or by ru 1 es , reg u 1 at ion s 0 r
res 0 1 uti 0 n s of
the Board or unless delegated to the Trustee.
Section 11.08. Inaemnity.
Borrower agrees to indemnify and hold harmless the Board and
the Trustee, their respective officers, employees and agents, from and
against any and all losses, claims, damages, liability or expenses, of
every conceivable kind, character and nature whatsoever, including, but
not limited to, losses, claims,
damages, liabilities or expen
ses
including reason aD 1 e fees or attorneys,
accountants, consultants and
other experts (collectively referred
to hereinafter in this
Section
11.08 as "Damages") as fo1lows:
(a) For all Damages arising out of, resulting from or in any
way connected with the Loan or this Contract, 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 Contract of any other Borrower.
20
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.
.
~
or Contract of any other Borrower.
Section 11.09. Waiver of Personal Liability.
No member, officer, agent or employee of the Board shall be
individually or personally liable
for the mak ing 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 Contract.
Section 11.10. Captions.
The captions or headings in this Contract are for convenience
only and in no way define, limit or aescribe the scope or intent of any
provisions or sections of this Contract.
IN WITNESS WHEREOF, the Board has executed this Contract by
its duly authorized officers and Borrower has caused this Contract to
be executea in its name by its duly authorized officers.
All of the
above occurred as of the date first above written.
BOARD OF INVESTMENTS
,L c%A~~
By David Ewer
Its Bond Program Officer
CITY OF BOZEMAN
~z;,w~-c~
By James E. WYSOCkl
Its City Manager
WITNESS OR ATTEST:
r?~ ~~
By Robert L. Sullivan
Its Clerk
21
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COpy
INSTALLMENT PURCHASE CONTRACT
EXHIBIT A
DESCRIPTION OF THE LOAN
(1) Loan Corrmitrnent, Computed as Follows:
Costs of Project $280,000.00
Costs of Issuance
(2.5% X Costs of Project) 7,000.00
Total Committed Amount (Total of
Costs of Project and Costs
of Issuance) 287,000.00
Less Deposit of Commitment Fee
(1% X Costs of Project) ~,800.00) ~-~ ,W
2..~
Principal Amount of Contract $204:00B.OO
-----------
------------
(2) Breakaown and Description of
Project Costs:
Description of Items to be Financea Amount
Renovation of City's Swim Center $280,000.00
Da ted : December 18, 1987
CITY OF BOZEMAN
~,2,~\
' By James E. Wysock i
Its City Manager
A-I
___ ____ ___,. .,_. .. _n___..'., n_.______.__ ,___n_
COpy
INSTALLMENT PURCHASE CONTRACT
EXHIBIT B
DESCRIPTION OF CASH ADVANCE
1. Closing Date for Loan: December 18, 1987
2. Project Cost plus Costs of Issuance: $206,200
3. Cash Amount to be Advanceo (check or wire): $202,000
4. The Term Over Which the Loan Advance is to be Amortized (cannot
exceed 5 years from Date of First Loan Repayment):
December 18, 1987 to February 15, 1993
5. Items to be Financed (serial number, mOdel):
Renovation of City's Swim Center $280,000.00
Borrower hereby certifies that the description of the Project
set forth above constitutes an accurate description of the Project
being financed with and/or refinanced by, and/or for which Borrower is
being reimbursed with, the Loan, as defined in the attached Installment
Purchase Contract.
Dateo: December 18, 1987
CITY OF BOZEMAN
~~LJ~~~(
By James E. Wysock i
Its Clty Manager
B-1
.
CO~Pf
.
INSTALLMENT PURCHASE CONTRACT
EXHIBIT C
PROMISSORY NOTE
FOR VALUE RECEIVED,
the City of
Bozeman, a political
subdivision organized unaer
the laws of the
State of Montana (the
"Borrower"), hereby promises
to pay to the
order of Board of
Investments (the " Board" ) the
principal amount
of $284,200 or such
lesser amount as shall actually be advanced to the Borrower under the
Installment Purchase Contract (hereinafter definea) as evidenced by the
Advances and Payments Grid annexed hereto as Appendix A, together with
interest thereon in the
amount calculated as proviaed
in the
Installment Purchase Contract, payable semiannually on February 15 and
August 15 in the amounts and as proviaed in the Installment
Purchase
Contract as set forth on Appendix B hereto.
This Promissory Note is
issued pursuant
to the Installment
Purchase Contract dated as of December 18, 1987, between the Board and
the Borrower (the "I ns tallment
Purchase ContractU), and
issuea in
consiaeration of the loan made thereunder (the "Loan") and in eviaence
of the obligations of the Borrower set forth in Section 5.01 thereof.
This Promissory Note has
been assigned to
the Trustee under the
Indenture of Trust dated as of March 16, 1987 (the "Indenture"). by and
between the Board ana First Trust Company of Montana, as trustee (the
"Trustee") . and payments hereunder
sha 11 be made
directly to the
Trustee for the account of the Board pursuant to such assignment.
Such
assignment has been made as security for the payment of the Board of
Investments Aojustable Rate Tender
Option Municipal Finance
Consolidation Act Bonds (the
"Bonds") (Intermeaiate Term
Cap ita 1
Program) Series 1987. All of the terms, conditions and provisions of
the Installment Purchase Contract
are, by this
reference thereto.
incorporated herein as a part of this Promissory Note.
Pursuant to the Installment Purchase Contract, advances shall
be made to the Borrower under the Installment Purchase Contract from
time to time upon the terms ana conditions set forth in the Installment
Purchase Contract. wh ich advances shall be noted on the Advances ana
Payments Gria annexed hereto.
This Promi ssory Note
is entitled to
the benefits and is
subject to the conditions of the Installment Purchase Contract. The
obligations of the Borrower
to make the payments requi red
hereunder
shall be absolute and unconaitional without
any defense or right of
setoff, counterclaim or recoupment by
reason of any
defau 1t by the
Board under the Installment
Purchase Contract or
under any other
indebtedness or 1 i abil Hy at
any time owing
to the Borrower by the
Board or for any other reason.
C-1
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_. _.n'..___".__
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!
This Promissory Note is subject to optional prepayment under
the terms and conditions, and in the amounts, provided in Article VII
of the Installment Purchase Contract upon the giving of 45 days notice
to the Trustee.
If an "Event of Default" occurs under Section 10.01 of the
Installment Purchase Contract, the principal of th i s
Promi ssory Note
may be declared due and payab
1 e in the manner
ana to the extent
proviaed in Article X of the Installment Purchase Contract.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution ana laws
of the State of Montana to be done, to exist,
to happen and to
be
performed precedent to and in the issuance of th is Note, in order to
make it a valid ana binaing obligation of the Borrower according to its
terms, have been aone, 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 an ad valorem tax on all of the
taxable property within its jurisdiction sufficient, 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 ana on the date of its
actual issuance and delivery, does not
exceea any constitutional
or
statutory limitation of indebtedness of the Borrower.
IN WITNESS WHEREOF, the
City of Bozeman has
caused this
Promissory Note to be duly executed, attested and delivered, as of this
18th day of December, 1987.
CITY OF BOZEMAN
~2,~'
By James E. Wysocki
Its City Manager
(SEAL)
ATTEST:
r?~ ~~~
QP
By RObin L. Sullivan
Its Clerk
C-2
-.------- ..----.
:
Board of Investments hereby assigns the foregoing Installment
Purchase Contract and Promissory Note to First Trust
Company of
Montana, as Trustee under the Inaenture of Trust dated as of March 16,
1987.
BOARD OF INVESTMENTS
By David Ewer
Its Bond Program Officer
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:
INSTALLMENT PURCHASE CONTRACT
APPENDIX A to EXHIBIT C
ADVANCES AND PAYMENTS GRID
Principal Principal Principal
Date of Amount Amount Amount
Trustee
Aavance Advanced Paid Outstandina Sianature
12/18/87* $206,200.00 -0- $206,200.00
* The 12/18/87 aa vance of $206,200 represents a cash
advance of
$202,000 and $4,200 which represents the full net costs of issuance on
the fu 11 proj ect cost amount of $280,000. No aaditional costs of issue
wi 11 be charged for future araws up to $78,000 unaer the IPC datea
December 18, 1987.
C-4
INSTALLMENT PURCHASE CONTRACT
.
. .
. APPENDIX B' to EXHIBIT C
BOARD OF INVESTMENTS
- -"--
ANNUAL AJUSTABLE RATE TENDER OPTION
MUNICI?~L FINANCE CONSOLIDATION ACT BONDS
(INTERMEDIATE TERM CAPITAL PROSRAM) SER 87
MUNICIPALITY: City of Bozeaan FINAL LOAN PAYMENT:
February 15, 1993
TOTAL LOAN COMMITMENT: $2B4,200.00 TOTAL I OF LOAN PAYMENTS:
10
TOTAL DRAWS TO DATE: $0.00 LOAN NUMBER:
1
THIS DRAWN DOWN: t206,200.00 COMMENCEMENT DATE:
12-18-B7
REMAINING LOAN COMMITMENT: $78,000.00
------------------------------------------------------------------------------------------------------------------------------
PAYMENT INTEREST t DAYS INTEREST PRINCIPAL
DRAW DIS LOAN ADMIN LATE TOTAL AMOUNT
DUE RATE DUE PAYMENT PAYMENT
DOWNS BALANCE FEE FEE OF PAYMENT
-------------~----------------------------------------------------------------------------------------------------------------
. BEGINNINS BALANCE i
200,200.00
D2-15~88 5.625% 59 1,974.87 0.00
200,200.00 to.OO
08-15-88 181 IB, 190. 48
188,009.52
02-15~B9 184 18,610.96
169,398.56
08-15-89 181 19,217.02
150,181. 54
02-15-90 184 19,083.62
130,497.92
08-15-90 181 20,302.10
110,195.82
02-15-91 184 20,817.46
89,378.36
08-15-91 IBl 21,449.09
67,929.27
02-15-92 184 22,015.99
45,913.29
08-15-92 181 22, obl. 49
23,251.80
02-15-93 184 23,251.80
.00
The schedule for principal payments is based upon amortizing principal at 5.625%
and will be fixed for the entire life of the loan. Interest payments shown are
actual payments that will be due. Interest payments beyond 2/15/88 will be
adjusted to reflect the adjusted interest rate applied on the outstanding princi-
pal balance.
i
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C-5
-_.,,-
THE CITY OF BOZEMAN
411 E. MAIN ST.
P.O. BOX 640 PHONE (406) 586-3321
BOZEMAN. MONTANA 59715-0640
December 15, 1987
Board of Investments
Capital Station
Helena, Montana 59620
Gentlemen:
I am the City
Attorney for Bozeman and
as such. have served
as
counsel to the City of
Bozeman. (the "Borrower")
in connec t ion wi th its
participation in the Intermediate Term Capital Program
(the "Program")
of
the Board of Investments (the
"Board"). Terms used
herein which
are
defined in the Installment
Purchase Contract. dated
as of December
18.
1987. between the Borrower and the Board shall have the meanings specified
therein or. if not defined therein,
in the Indenture of Trust dated as of
March 16. 1987, relating to
the Board's $6.500,000 Annual Adjustable Rate
Tender Option Municipal Finance Consolidation Act Bonds (Intermediate Term
Capital Program, Series 1987) (the "Bonds"). The
resolution of the Borrow-
er authorizing its participation
in the Program and
the issuance of
this
Contract relating thereto is herein referred to as the Contract Resolution.
I have examined. among other things:
i) the
Borrowers Act. the Commitment
Agreement, dated as
of
July 6. 1987, between the Borrower and the Board;
11) the Installment Purchase Contract,
dated as of December 18.
1987, by and between the Borrower and the Board (the "Contract");
11i) the
Promissory Note, dated as
of December 18.
1987, and
executed by the Borrower (the "Note");
iv) Resolution
No. 2687 of the
Borrower, dated December
14,
1987, (the Contract Resolution);---
v) the
Security Agreement from the
Borrower to the Trustee.
dated as of December 18, 1987. (the Security Agreement);
vi) the proceed
ings of the Borrower
with respect to
the due
execution and delivery by the
Borrower of the
Commitment Agreement, Con-
tract. Note and Security
Agreements (the
Program Documents), and
such
certificates and other
documents relating to
the Borrower, the Program
Documents and the Contract Resolution of the Borrower, and the Certificate
of Borrower Officials delivered to the Board herewith,
and have made
such
other examination of applicable Montana law as we have deemed necessary in
giving this opinion.
HOME OF MONTANA
STATE UNIVERSITY
GATEWAY TO YELLOWSTONE PARK
----....-....
-
Based upon the foregoing, I 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 Commitment
Agreement has
been duly
authorized and is valid,
binding and enforceable
against the Borrower
in
accordance with its terms.
(c) The
Contract 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 contain~d 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 financed from the proceeds of the Installment Purchase Contract.
(0 No
consent, approval, authorization,
order, filing,
regis-
tration, qualification, election or
referendum, of
or by any
person,
organization, court of governmental
agency of
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, j ud g-
ment, ordinance, administrative regulation,
decree, order or resolution of
or relating to the Borrower and do not
conflict with or result in a vio-
lation or breach of, or
constitute a default under, any agreemen
t , inden-
ture, 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 de-
livered 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) The
Security Agreement and
other documents with
respect
thereto have been duly
filed by law to
protect against
any bona fide
purchaser for value of the Project (as defined in'the Contract).
D-2
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._m_._... _........_...__.
It is understood that the enforceability of the Program Documents
may be limited by applicable
bankruptcy. insolvency. moratorium. reorga-
nization or other similar laws
affecting the enforcement or
creditors
rights.
~. ~
ruce E. HZ- ~
City Attorney
D-3
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INSTALLMENT PURCHASE CONTRACT
EXHIBIT E
CERTIFICATE OF CITY OF BOZEMAN
RELATING TO ITS PARTICIPATION IN
INTERMEDIATE TERM CAPITAL PROGRAM
OF THE BOARD OF INVESTMENTS
We, James E. Wysocki and Robin L. Sullivan, the City Manager
ana City Clerk of the City of Bozeman (the borrower) do hereby certify
with respect to an Installment Purchase Contract (the Contract) by and
between the City of Bozeman and the Board of I nves tments (the Board)
ana the Note, both dated as of the 18th day of December, 1987:
( a) Capitalized terms used herein shall have the definitions
ascribed to them in the Contract.
(b) No litigation is
pending or, to
our knowledge,
threatened in any court to restrain or enjoin the participation by the
Borrower in the Intermediate Term Capital Program (the Program) of the
Board of Investments (the Board)
or to restrain or
enjoin the
performance of the Commitment Agreement, Installment Purchase Contract
(the Contract), Contract Resolution or the Note (the Program Documents)
executed by the Borrower or in
any way contesting or affecting the
valiaity thereof, and there is
no litigation pending or,
to our
knowledge threatened against the
Borrower or involving any of the
property or assets of the Borrower which involves the possibility of
any jUdgment that would materially and adversely affect the ability of
the Borrower to meet its obligations
under the Program Documents
executed by the Borrower.
(c) The Borrower is
a unit of local
government, duly
organized and validly existing under the laws and Constitution of the
State of Montana with the full 1 eg a 1
right, power and authority to
execute and perform its obligations under the Program Documents and to
carry out and effectuate the transactions contemplated by the Program
Documents.
(d) The Borrower has taken all act ion requ i red to be taken
by it to authorize the execution and delivery of the Program Documents;
ana such authorization is in full force and effect on the date hereof.
E-1
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,
...
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(e) The Program
Documents executed
by the Borrower
constitute, assuming due authorization, execution and delivery by the
other parties thereto, the legal, valid and binding obligations of the
Borrower, enforceable against the
borrower in accordance
with their
terms.
(f) No consent,
approval, authorization,
order, fi 1 ing,
registration, qualification, election
or referendum,
of or by any
person, organization, court or government a 1
agency or
pUblic body
whatsoever is required to be obta i ned
by the Borrower
in connection
with the execution, deli very and performance of the Program Documents
or the consummation of the other transactions effected or contemplated
therein.
(g) The execut i on, deli very 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, the Charter of the Borrower, if
any, or any existing law, charter, jUdgment, ordinance, administrative
regulation, aecree, order or resolution and
do not canfl ict 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 Borrower has, as of the date hereof, an unexpended
balance of appropriations in its
budget for
the current fiscal year
available ana sufficient to meet the Loan Repayment that is payable in
this fiscal year.
( i ) The principal amount of the Contract, when combinea with
all other outstanding debt of the Borrower does not cause the Borrower
to exceed its statutory debt limitation.
(j) There is
no action, suit, proceeaing,
hearing, inquiry
or investigation, at 1 aw
or in equity, before
or by any court,
governmenta 1 agency, public
boara or boay,
pending or threatened
against the Borrower: ( i )
in any way affecting the ex i stence of the
Borrower or its good faith, creait and general taxing power or in any
way challenging the respective powers of the several offices; or ( i i )
seeking to restrain or enjoin the execution, delivery or performance of
the Program Documents; or (iii) challenging the titles of the officials
of the Borrower to such offi ces ;
or (iv) to restrain
or enjoin the
sale, issuance or delivery
of the Note,
or the collection or
application of any tax or other revenues available to make the payments
requirea unaer the Contract and
Note, or in
any way contesting or
affecting the valiaity or enforceability of the Note Resolution, or the
Program Documents executed by the Borrower, or contesting the powers of
the Borrower or its authority with respect to the Program Documents, or
(v) in which a final
adverse decision, ruling or
finding coula (a)
materi a 11y adversely affect the
operations of the
Borrower or the
validity of the Note and
Contract contemplated by
the Contract
Resolution, or (b) declare
the Note or
Contract to be invalid
or
unenforceable in whole or in material part.
E-2
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(k) The Borrower has
not been and is
not presently in
violation of any debt limitation, appropriation limitation, budgetary
restriction or any other provisions
of the State
of Montana
Constitution or applicable law.
(1) Purpose of the Loan:
(I) The Installment Purchase Contract is being entered
into for the purpose of
financing the projects set
forth in
Exhibit A hereto.
(2) - The Borrower will
use proceeds of the Loan to
payoff existing-lndebtedness on the Project within 30 days, or
T The Borrower wi 11 enter contracts for the
acquisition or construction of the Project in an amount not less
than 2-112% of the amount of the Loan within 6 months from the
date hereof.
(3) T The Borrower reasonably expects to and will
expend all proceeds of the Loan within three years from the date
hereof, or
- The
proceeds of the Loan
to used to
be
refinance existing indeDtedness shall be expended with i n 30 days
from receipt thereof.
(m) The proceeds of the
Installment Purchase Contract, if
invested, will be invested only in:
( 1) tax-exempt obligations,
(2) State and
Local Government (SLG) demand depos
i ts ;
and
(3) shares in tax-exempt money-market funds.
(n) The Borrower has not been notified of any listing or any
proposed listing of it by the
Commissioner of Internal
Revenue by
publication in the Internal Revenue Bulletin, or otherwise, inoicating
that the Borrower is disqualified to render arbitrage certifications.
(0) The terms used
in this Certification have
the same
meaning given them in Section 103(c) of the 1954 Code and Section 148
of the 1986 Code ana the Regulations.
i
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.-'" .--.--..-.-...------ . --.-----.--. ----'-- ---
"
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(p) To the bes t of our knowl eage and bel i ef, there are no
other facts, estimates or ci rcumstances that would materially change
the foregoing expect at ions and said expectat i on s are reasonable. No
matters have come to our attention which make unreasonable or incorrect
the representations made in this Certification.
Date: December 18, 1987
CITY OF BOZEMAN
~ 22, ~ I
By James E. Wysocki
Its City Manager
~ p ~I ,j~ p
"A...- rx/ ~ ~<
By Robin L. Sullivan
Its City Clerk
E-4
COPf
INSTALLMENT PURCHASE CONTRACT
EXHIBIT F
CERTIFICATE OF APPROPRIATION
The undersigned City manager hereby certifies with respect to
the Installment Purchase Contract (the Contract), dated as of December
18, 1987, by and between the City of Bozeman (the Borrower) and the
Board of Investments (the Board) that:
l. The governing bOdy of the Borrower
has prepared its
bUdget for the fiscal year 1987/88.
2. Incluaed in the budget is an amount designated for and
sufficient to make the Loan Repayments (as defined in the Contract) due
in fiscal year 1987/88.
Dated this 18th day of December, 1987.
CITY OF BOZEMAN
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By James E.
Wysock i
Its C Hy Manager
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BOARD OF INVESTMENTS
INTERMEDIATE TERM CAPITAL PROGRAM
1987 Issue
RECEIPT OF LOAN FUNOS
I, James E. Wysocki, 00 hereby certify that I am the City
Manager, duly elected or appointed, qualifiea ana acting as such, of
the City of Bozeman (the "Borrower") ana that:
l. The Borrower hereby acknowledges
receipt of Two-
Hundred-Two Thousand Dollars and No Cents ($202,000.00), which amount
represents the full amount of the cash advance as requested in Exhibit
G dated December 18, 1987 to the Insta l1ment Purchase Contract
(the
"Contract"), between the Board and the Borrower.
2. The amount of said cash
advance will be used in
accordance with the terms of the Installment Purchase Contract.
3. The amount of funds rece; ved does not cover an amount
for the costs of issuance.
IN WITNESS WHEREOF I have hereunto set my hand this 18th day
of December, 1987.
CITY OF BOZEMAN
,
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By James E. Wysocki
Its City Manager
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INSTALLMENT PURCHASE CONTRACT
EXHIBIT G
BORROWER'S CASH ADVANCE CERTIFICATE NO.1
FOR DISBURSEMENT OF FUNDS
UNDER THE INSTALLMENT PURCHASE CONTRACT
The undersigned, being the duly qualified and acting officers
of th e City of Bozeman (the 60 rrower) under the Installment Purchase
Contract, dated as of December 18, 1987 (the Contract), by and between
the Board of Investments (the Board), certify pursuant to Section 4.04,
as follows:
l. We have read
Section 4.04 of the
Contract and the
subsections of Section 4.03 referred
to therein and have
reviewed
appropriate records and documents of the Borrower relat ing to matters
covered by this Certificate. All
capita 1 i zed terms used
in this
Certificate shall have the meanings given them in the Contract unless
otherwise defined herein;
2. All terms and conditions of the Contract to be complied
with by the Borrower as of the date hereof have been complied with and
satisfiea.
3. All items and conditions described in Section 4.03(a),
(b), (c), (d) and (e) have been complied with or delivered, as the case
may be, to the Board and the Trustee.
4. The item number, amount, nature and the name and address
of the payee of each item
of Project costs (hereinafter
Cost)
heretofore paid or to be paid by the Borrower and hereby requested to
be reimbursed or paid to the Borrower and a description of the portion
of the Project for which the cash advance is to be used are shown on
Schedule A attached hereto and
evidences of payment thereof
by the
borrower are attached to said Schedule;
5. The item number, amount and nature of each item of Cost
due and payable and hereby requested to be paid to a Person other than
the Borrower and a description of the portion of the Project for which
the cash advance is to be used are shown on Schedule B (if applicable)
is attached hereto and supporting
statements from each payee
are
attached to said Schedule;
6. Each item of Cost for which payment or reimbursement is
hereby requested, in an aggregate amount stated on Schedules A ana B
(a) has been paid or incurred, (D) is or was necessary for the Project
and (c) qualifies as an item of Cost of the Project under the Contract;
7. This cash advance is authorized under the Contract;
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8. No part of the
Cost stated on Schedules A and B was
included in any Borrower's Cert ifi ca te previou
sly f i 1 ed with the
Trustee under the provision of said Section 4.04;
9. To our knowledge after reasonable investigation, there
has been no default by the Borrower under the Loan Agreement, which has
not been cured;
10. All representations and warranties made by the Borrower
in the Contract are true and correct on and as of the date of th i s
Borrower's Certificate with the same effect as if maae on such date;
You are hereby requested to advance pursuant to Section 4.04
of the Contract the amounts shown on Schedule A and B ana make payments
to the persons entitled to receipt thereof as shown on said Schedules.
WITNESS my hand this 18th aay of December, 1987.
CITY OF BOZEMAN
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By James E. Wysocki
Its City Manager
ATTEST:
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By Robin L. Sullivan
Its City Clerk
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INSTALLMENT PURCHASE CONTRACT
SCHEDULE A to EXHIBIT G
DESCRIPTION OF PROJECTS
Item Amount
Renovation to City Swim Center $280,000.00
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INSTALLMENT PURCHASE CONTRACT
SCHEDULE B to EXHIBIT G
BORROWER'S CASH ADVANCE CERTIFICATE NO.1
l. Closing Date for Loan: December 18, 1987
2. Project Cost plus Costs of Issuance: $206,200.00
3. Cash Amount to be Advanced (check or wire): $202,000.00
4. The Term Over Which the Loan Advance is to be Amortized (cannot
exceed 5 years from Date of First Loan Repayment):
December 18, 1987 to February 15, 1993
5. Items to be Financed (serial number, mOdel):
Item Amount
Renovation to City Swim Center $280,000.00
SPECIAL INSTRUCTIONS:
- Mail check directly to the City of Bozeman.
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