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RES 1987-06 MT ECONOMIC DEVELOPMENT BOARD CERTIFICATE OF MINUTES RELATING TO RESOLUTION NO. 6 -87 - - - - -- Issuer: Bonnie Ramey, Clerk & Recorder Kind, date, time and place of meeting: A commission meeting held on April 27 , 1987 at 9:00 0 .m. in the County Cour thouse in Boulder , Montana. Members present: Douglas K. Schmitz, James B. McCauley, and Joyce Janacaro Members absent: none Documents attached: Resolution No. 6 -87 Minutes of said meeting (pages): RESOLUTION NO. 6 -87 RESOLUTION AUTHORIZING PARTICIPATION IN THE MONTANA ECONOMIC DEVELOPMENT BOARD 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 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. WITNESS my hand officially as such recording officer this _ 27th day of April , 1987 . F , RESOLUTION NO. 6 -87 RESOLUTION AUTHORIZING PARTICIPATION IN THE MONTANA ECONOMIC DEVELOPMENT BOARD INTERMEDIATE TERM CAPITAL PROGRAM BE IT RESOLVED BY THE Board of Commission Governing Body) of J e f f e r s o n County ( 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 Montana Economic Development Board and any successor to its functions. "Board Act" shall mean Section 2 -15 -1805, Title 17, Chapter 5, Part 16, MTT, as amended. "Board of Investments Agreement" shall mean the Agreement between the oar — ana th B oard of nvestments, dated March 16, 1987, " Bonds " shall mean the Bonds issued by the Board pursuant to the Indenture to finance the Program. " Borrower " shall mean the Borrower above named. "Borrower Act" means (i) with respect to a county, Section 7 -5 -2306 an -5-2307, M.C.A. (ii) with respect to a city or town, Section 70504306, 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 and the Board of 'Investments 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. 2 "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 form set forth in Exhibit A hereto. " Loan " means the loans 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. 25� % 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 and the State Board of Investments to participate in the Program. " Note " or " Notes " means the note to be executed and delivered by each Borrower pursuant 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 and the Board of Investments. " 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 participating Local Government Units pursuant to Installment Purchase Contracts. "Pro ect" shall mean those items of equipment, personal or real proper y improvements to be acquired, installed, financed under the Program as set forth on Exhibit B. "Security Instrument" means a security agreement in substantial y 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 a lien on, the property constituting 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 3 personal and real property improvements. Section 1.03 Execution of Contract and Delivery of Note Pursuant to the Indenture 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 $ 164 341.85 and upon the further terms and conditions set forth herein, in the Commitment Agreement and in the Installment Purchase Contract. ARTICLE IJ. 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 $ 164 341 .85 and shall constitute a valid and legally binding obligation of the 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 shall 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. (ii) If the Loan Date is less than 60 calendar days preceding a Loan Repayment Date, the first Loan Repayment Date shall be the next following 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. 4 (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. (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 outstanding, 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 Penalty 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 ,5 (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 mail by first class mail 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 will 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 5 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 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 herein set forth to be performed by or on behalf 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 general 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 all 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 Clerk & Recorder and Treasurer , 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 6 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 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 [ o the Board of Trustees and Clerk of the District (School District) Chairman of Board of County ommissioners, Count Treasurer and County Clerk and Recorder Count [Mayor or Cit Man er an ity Treasurer or City Finance Director it ease insert the appropriate names) by the signatures of the Chairman , and the seal of the Borrower affixed thereto. PASSED AND APPROVED by the Jefferso County Commissioners this 27th day of April , 198 7. By] i't C airman Attest: Clerk & Rec -order 7 Member James B. McCauley introduced the above resolution and moved its acceptance. Member Joyce .Tan ac aro seconded the motion and the following members voted in favor thereof: Douglas K. Schmitz, James B. McCauley, and Joyce Janacaro the following members voted against the same: none Absent: none 8 -- t m