HomeMy WebLinkAboutRes1990-024
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Sponsored By: Schaefermeyer
CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED
$1,800, 000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION
BONDS OF THE CITY FOR THE PURPOSE OF RAISING FUNDS TO PAY THE COSTS
OF VARIOUS CAPITAL IMPROVEMENTS IN THE CITY, FIXING CERTAIN DETAILS
OF SAID BONDS, PROVIDING FOR THE FORM AND MANNER OF SALE OF SAID
BONDS, AND PLEDGING THE FULL FAITH AND CREDIT OF THE CITY TO THE
PAYMENT THEREOF.
WHEREAS, pursuant to Resolution No. 89-091 of the City of
Seward passed and approved on August 14, 1989 the following
question referred to at the election held on October 3, 1989 as
Proposition 1:
Shall the City of Seward, Alaska, incur
indebtedness and 1ssue its general obligation bonds
payable from taxes levied upon the taxable real and
personal property in the City and from any other
sources of revenue in an amount not to exceed One
Million Eight Hundred Thousand Dollars ($1,800,000)
for the purpose of planning, designing, constructing,
and land acquisition for certain street paving,
street lighting and sidewalk repairs and improvements
in the City of Seward, Alaska, and pledge its full
faith and credit, without limitations as to rate or
amount, for the payment of the bonds?
(herein called "Proposition 1") was passed and approved, said
election has been duly canvassed and the results thereof certified
and confirmed in accordance with law, and the $1,800,000 principal
amount of general obligation bonds remain unissued under
Proposition 1; and
WHEREAS, the Council of the City of Seward has determined
and does hereby determine that it is necessary to proceed to plan,
design, develop, construct, acquire property for, or otherwise
acquire capital improvements specified in Proposition 1 as the
purpose for the authorization of the bonds, and to pay the capital
costs thereof (hereinafter referred to as the "Project"); and
WHEREAS, it is deemed necessary and advisable and in the
best interests of the City and its inhabitants that $1,800,000
principal amount of the general obligation bonds referred to in
Proposition 1, constituting the unsold general obligation bonds
referred to therein, be issued at this time in one or more series,
as hereinafter fixed and determined, for the purpose of raising
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funds to pay Costs (as hereinafter defined) of the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD, ALASKA:
section 1. Purpose. The purpose of this Resolution is to
authorize the issuance and sale of not to exceed $1,800,000 of
general obligation bonds to be sold in one or more series to
provide the funds to pay the capital costs of the Project, to pay
the costs of issuance of the Bonds authorized herein and to fix
certain details of said Bonds to be issued.
section 2. Definitions. The following terms shall have
the following meanings in this Ordinance:
(a) "Acquired Obligations" means any of the following
securities, if and to the extend the same are at the time legal
for investment of funds of the City: (1) any bonds or other
obligations which as to principal and interest constitute direct
obligations of, or are unconditionally guaranteed as to timely
payment by, the united States of America; direct obligations and
fully guaranteed certificates of beneficial interest of the Export-
Import Bank of the United States; senior debt obligations of the
Federal Home Loan Banks; debentures of the Federal Housing
Administration; guaranteed mortgage- backed bonds and guaranteed
pass-through obligations of the Government National Mortgage
Corporation; guaranteed Title XI financing of the U.S. Maritime
Administration; mortgage-backed securities and senior debt
obligations of the Federal National Mortgage Association; and
participation certificates and senior debt obligations of the
Federal Home Loan Mortgage Corporation; (2) any bonds or other
obligations of any state of the United States of America or of any
agency, inst+umentally or local governmental unit of any such state
(a)(i) which are not callable at the option of the obligor prior
to maturity, (ii) which are callable prior to maturity and the
issuer has foregone the right to call the obligations and the
obligations are irrevocably escrowed to maturity, or (iii) as to
which irrevocable instructions have been given to the trustee of
such bonds or other obligations by the obligor to give due notice
of redemption and to call such bonds for redemption on the date or
dates specified in such instructions, (b) which are fully secured
as to principal and interest and redemption premium, if any, by a
fund consisting only of cash or bonds or other obligations of the
character described in clause (1) hereof which fund may be applied
only to the payment of such principal of and interest and
redemption premium, if any, on such bonds or other obligations on
the maturity date or dates thereof or the specified redemption date
or dates pursuant to such irrevocable instructions, as appropriate,
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
(c) as to which the principal of and interest on the bonds and
obligations of the character described in clause (1) hereof which
have been deposited in such fund along with any cash on deposit in
such fund are sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations
described in this clause (2) on the maturity date or dates thereof
or on the redemption date or dates specified in the irrevocable
instructions referred to in subclause (a) of this clause (2), as
appropriate, and (d) such securities are unconditionally rated Aaa
by Moody's Investors Service or unconditionally rated AAA by
Standard & Poor's Corporation.
(b) "Bond" or "Bonds" means any of the bonds of the
City, the issuance and sale of which are authorized herein as the
evidence of the indebtedness referred to in the Proposition.
(c) "Bond Register" means the registration books
maintained by the Paying Agent (as Bond Registrar), as agent of the
City, which include the names and addresses of the owners or
nominees of the owners of the Bonds.
(d) "Code" means the Internal Revenue Code of 1986,
as amended from time to time, together with all regulations
effective or promulgated and applicable thereto.
(e) "Cost" or "Costs" means the cost of planning,
designing, developing, constructing, acquiring property for or
otherwise acquiring the Project, including interest on the Bonds
during the period of planning, designing, developing, constructing,
acquiring property for or otherwise acquiring the Project, and
reasonable fees of the Paying Agent for the payment of such
interest, the cost whether incurred by the City or another of field
surveys and advance planning undertaken in connection with the
Project properly allocable to the Project and the cost of
acquisition of any land or interest therein required as the site
of the Project or for use in connection therewith, the cost of any
indemnity and surety bonds and premiums on insurance incurred in
connection with the Project prior to or during construction thereof
and all related direct administrative and inspection expenses
whether incurred by it or by another in connection with the Project
prior to or during construction thereof and allocable portions of
direct costs of the City, legal fees, fees and expenses of the
Paying Agent, costs of issuance of the Bonds by the City and
financing charges and fees and expenses of bond counsel, financial
advisors and consultants in connection therewith, the cost of any
bond insurance premium, costs of audits, the cost of all machinery,
apparatus and equipment, cost of engineering, architectural
services, designs, plans, specifications and surveys, estimates of
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CITY OF SEWARD, AI.ASKA
RESOLUTION NO. 90-024
cost, the reimbursement of all moneys advanced from whatever source
for the payment of any item or items of cost of the Project, and
all other expenses necessary or incident to determining the
feasibility or practicability of the Project, and such other
expenses not specified herein as may be necessary or incident to
the acquisition and development of the Project, the financing
thereof and the putting of the same in use and operation.
(f) "Council" means the City Council of the City of
Seward, Alaska, as the same shall be duly and regularly constituted
from time to time.
( g ) "Pay ing Aqent" means Secur i ty
Washington, N .A. The Paying Agent shall also act as
pursuant to Section 13 of this Ordinance.
Pacific Bank
Bond Registrar
City.
(h) "Resolution" shall mean this resolution of the
Section 3. Authority for Resolution. The City has
ascertained and hereby determines that each and every matter and
thing as to which provision is made in this Resolution is necessary
in order to carry out and effectuate the purposes of the City in
accordance with the Constitution and statutes of the State of
Alaska and the Home Rule Charter of the City, and to incur the
indebtedness and issue the Bonds as referred to in the Proposition.
Section 4. Obliqation of Bonds. The Bonds shall be direct
and general obligations of the City and the full faith and credit
of the City are hereby pledged to the payment of the principal of
and interest on the Bonds.
Section 5. Authorization of Bonds and Purpose of Issuance.
For the purpose of providing the funds required to pay the Costs
of acquiring and developing the Project as authorized by the
Proposition, which, in accordance with such Proposition, is hereby
determined to be necessary, and to provide for original issue
discount, if any, and to pay all costs incidental thereto and to
the issuance of the Bonds, the City hereby authorizes and
determines to issue and sell general obligation bonds of the City
referred to in the Proposition, with such designation as is set
forth in Section 6 herein or as may be fixed and determined by a
resolution adopted by the Council prior to the time of delivery
thereof, in the aggregate principal amount of not to exceed One
Million Eight Hundred Thousand Dollars ($1,800,000).
Section 6. Maturities. Payment Dates. Desiqnation and Form
of Bonds. The Bonds shall be designated "City of Seward, Alaska,
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
General Obligation Bonds Series 1990," or such other designation
as may be made by the Council by resolution, shall be dated and
mature on such dates and may be redeemed in such manner as shall
be established by resolution.
The Bonds shall bear interest from their date payable on
such dates at such rates as may be fixed and determined by
resolution adopted prior to the delivery thereof.
The Bonds shall be registered as to principal and interest
as herein provided. The Bonds shall each be of the denomination
of Five Thousand Dollars ($5,000) or any integral multiple of
$5,000 of the same interest rate and maturity, approved by the
City, such approval to be evidenced by the execution of such Bonds;
or, in the case of sale to the Alaska Municipal Bond Bank, in the
form of one fully registered bond, payable to the Alaska Municipal
Bond Bank. The Bonds shall be numbered separately in the manner
and with such additional designation as the Paying Agent deems
necessary for purposes of identification. The Bonds may be
delivered with the aggregate principal amount of Bonds maturing on
one date represented by one Bond, in typewritten, printed or
lithographed form. The Bonds shall be substantially in the form
of such Bond hereinafter set forth, with such appropriate
variations, omissions or insertions as are permitted or required
by this Resolution, and may have endorsed thereon such legends or
text as may be necessary or appropriate to conform to the rules and
regulations of any governmental authority, or any usage or
requirement of law with respect thereto. Each Bond shall bear a
number or letter, or a number and letter, distinguishing it from
every other Bond.
Section 7. Details of Bonds. Each of the Bonds shall be
signed by the manual or facsimile signature of the Mayor and the
official seal of the City (or a facsimile thereof) shall be
affixed, imprinted or otherwise reproduced on the Bonds and
attested by the manual or facsimile signature of the City Clerk or
Acting City Clerk. In case any officer whose signature or
facsimile of whose signature shall appear on any Bonds shall cease
to be such officer before the delivery of such Bonds, such
signature or such facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he or she had remained
in office until such delivery.
In the event both the signature of the Mayor and the
signature of the City Clerk or Acting City Clerk are in facsimile
form, the Bonds shall be signed by the manual signature or the City
Manager of shall contain a certificate of the Paying Agent
certifying the authentication of such signatures in the following
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
form:
PAYING AGENT'S CERTIFICATE
OF AUTHENTICATION
This Bond is one of the Bonds described in
the within mentioned Resolution and the
signa~ures imprinted hereon are the authentic
signatures in facsimile of the Mayor and
Clerk of the City.
SECURITY PACIFIC BANK
WASHINGTON, N.A.,
as Paying Agent
By:
Authorized Signer
The principal, redemption price of, and the interest on the
Bonds shall be payable in any coin or currency of the united
States of America, which, at the respective dates of payment
thereof, is legal tender for the payment of public and private
debts.
The principal on all Bonds shall be payable at the corporate
trust office of the Paying Agent. Payment of the interest on the
Bonds shall be made by check or draft mailed to the registered
owner of record as of the 15th day of the month preceding each
interest payment date at the address appearing on the Bond
Register of the City kept at the corporate trust office of the
Paying Agent, provided that any owner of Bonds in an aggregate
principal amount of $1,000,000 or more may, at its option, receive
interest payments by wire transfer at any location within the
united States upon notice delivered to the Paying Agent not later
than the 15th day of the month preceding any interest payment
date.
Section 8. Redemption of Bonds. The Bonds may be subject
to redemption by or on behalf of the City prior to maturity and
upon notice as hereinafter provided, as a whole or in part as may
be fixed and determined by resolution adopted by the Council prior
to or at the time of sale of the Bonds.
Section 9. Notice of Redemption. When the City determines
to redeem any Bonds, it shall cause to be given notice of such
redemption in the manner then provided by law, which notice shall
state the redemption date and identify the Bonds to be redeemed
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
by reference to their numbers and further state that on such
redemption date there shall become due and payable upon each such
Bond the principal amount thereof plus the applicable premium, if
any (the "Redemption Price"), together with interest accrued to
the redemption date, and that from and after such date interest
thereon shall cease to accrue. Such notice shall be given at
least thirty (30) days but not more than forty-five (45) days
prior to the redemption date by first class mail, postage prepaid,
to the registered owner of any Bond to be redeemed at the address
of the registered owner appearing on the Bond Register.
Section 10. Payment of Redeemed Bonds. Notice of redemption
having been given in the manner provided in this Resolution, the
Bonds so called for redemption shall become due and payable on the
redemption date stated in said notice at the applicable Redemption
Price on said date plus interest accrued and unpaid to the
redemption date upon presentation and surrender thereof at the
corporate trust office of the Paying Agent. If, on the redemption
date, moneys for the redemption of all the Bonds to be redeemed,
together with interest accrued and unpaid to the redemption date,
shall be held on behalf of the City at the corporate trust office
of the Paying Agent so as to be available therefor on said date
and if notice of redemption shall have been given as aforesaid,
then from and after the redemption date the Bonds so called for
redemption shall cease to bear interest.
Section 11. Form of Bond. Each Bond shall be in
substantially the following form, with such variations, omissions
and insertions as may be required or permitted by this Resolution
or by subsequent resolution of the Council:
UNITED STATES OF AMERICA
STATE OF ALASKA
CITY OF SEWARD
(A Municipal Corporation of the State of Alaska)
NO . . . .
$
GENERAL OBLIGATION BOND, SERIES 1990
INTEREST RATE
MATURITY DATE
CUSIP NO.
Registered Owner
Principal Amount
DOLLARS
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
The City of Seward (the "City"), a municipal corporation of
the State of Alaska, for value received, acknowledges itself
indebted and hereby promises to pay to the Registered Owner
identified above, or registered assigns, on the Maturity Date
identified above, upon presentation and surrender hereof, the
Principal Amount shown above, and to pay interest on such
principal sum from the date hereof until its obligation with
respect to the payment of such principal sum shall be discharged,
at the Interest Rate per annum shown above, payable on the first
days of and in each year beginning ,
1990. The principal, interest and redemption price of this Bond
shall be payable in any coin or currency of the united States of
America which at the time of payment is legal tender for the
payment of public and private
debts.
Principal shall be paid to the Registered Owner or assigns
upon presentation and surrender of this Bond at the corporate
trust office of Security Pacific Bank Washington, N.A., Seattle,
Washington, (hereinafter called the "Paying Agent"), or its
successors. Payment of interest shall be made by check or draft
mailed to the Registered Owner of record as of the 15th day of the
month preceding each interest payment date at the address
appearing on the Bond Register of the City kept at the corporate
trust office of the Paying Agent; provided that interest to be
paid to the Registered Owner of Bonds in the aggregate principal
amount of $1,000,000 or more may be made by wire transfer to any
location in the United States of America as provided in the
hereinafter defined Resolution.
This Bond is one of the General Obligation Bonds, Series
1990, of the City of Seward, Alaska, of like tenor and effect
except as to interest rate, serial number, redemption terms and
maturity, aggregating $1,800,000 in principal amount, and
constituting Bonds authorized for the purpose of raising funds to
pay the cost of various capital improvements in the City, with the
questions of their issuance for such purposes approved and
ratified by majority votes of the qualified voters of the City who
voted on the Proposition at the election held in the City on
October 3, 1989, and is issued pursuant to Resolution No. 90-024
of the City entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF SEWARD, ALASKA, AUTHORIZING AND PROVIDING
FOR THE ISSUANCE OF NOT TO EXCEED $1,800,000
IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL
OBLIGATION BONDS OF THE CITY FOR THE PURPOSE
OF RAISING FUNDS TO PAY THE COSTS OF VARIOUS
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
CAPITAL IMPROVEMENTS IN THE CITY, FIXING
CERTAIN DETAILS OF SAID BONDS, PROVIDING FOR
THE FORM AND MANNER OF SALE OF SAID BONDS, AND
PLEDGING THE FULL FAITH AND CREDIT OF THE CITY
TO THE PAYMENT THEREOF.
(together with Resolution No. 90-
the "Resolution").
of the City, herein called
The Bonds maturing on or after , 200 are
subject to redemption by or on behalf of the cITy prior to
maturity and upon notice as set forth in the Resolution as a whole
on any date, or in part, in inverse order of maturity on any
interest payment date on or after , 200 at a redemption
price of 100% of the principal amounts thereof, together with
interest thereon to the redemption date. If less than all of the
Bonds of like maturity are to be redeemed, the particular Bonds
to be redeemed shall be selected by lot within such maturity as
provided in the Resolution.
This Bond is transferable as provided in the Resolution,
(i) only upon the Bond Register of the City kept for that purpose
at the corporate trust office of the Paying Agent, and (ii) upon
surrender of this Bond together with a written instrument of
transfer duly executed by the Registered Owner or the attorney of
the Registered Owner duly authorized in writing, and thereupon a
new fully registered Bond or Bonds in the same aggregate principal
amount and maturity shall be issued to the transferee in exchange
therefor as provided in the Resolution and upon the payment of
charges, if any, as therein prescribed. The City and the Paying
Agent may treat and consider the person in whose name this Bond
is registered as the absolute owner hereof for the purpose of
receiving payment of, or on account of, the principal or
redemption price, if any, hereof and interest due hereon and for
all other purposes whatsoever.
This Bond is a general obligation of the City of Seward,
Alaska, and the full faith and credit of the City are pledged for
the payment of the principal of and interest on the Bond as the
same shall become due.
IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts,
or things required by the Constitution or statues of the State of
Alaska and the Home Rule Charter of the City to exist, to have
happened or to have been performed precedent to or in the issuance
of this Bond, exist, have happened and have been performed, and
that the series of Bonds of which this is one, together with all
other indebtedness of the City, is within every debt and other
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
limit prescribed by said Constitution, statutes or Charter.
IN WITNESS WHEREOF, THE CITY OF SEWARD, ALASKA, has caused
this Bond to be signed in its name and on its behalf by the
facsimile signature of its Mayor and its corporate seal (or a
facsimile thereof) to be hereunto affixed, imprinted or otherwise
reproduced and attested by the facsimile signature of its Clerk,
all as of the ____ day of April 1990.
WILLIAM C. NOLL
Mayor
[SEAL]
ATTEST:
PATRICIA J. JONES
Acting City Clerk
Section 12. Application of Bond Proceeds. The proceeds of
the sale of the Bonds shall be deposited in the "1990 General
Obligation Bond Construction Fund" which is hereby created, and
shall be used and applied to pay Costs of the Project.
Section 13. Paying Aqent and Bond Registrar. Security
Pacific Bank Washington, N .A., Seattle, Washington, is hereby
appointed Paying Agent and Bond Registrar for the Bonds and the
term "Paying Agent" shall include any successor or successors
thereto. The Paying Agent as Bond Registrar shall maintain at its
corporate trust office a Bond Register which shall include the
names and addresses of the owners or nominees of the owners of the
Bonds and which shall provide for the registration, transfer and
exchange of Bonds. The City covenants that, until all Bonds have
been surrendered and cancelled, it will maintain a system for
recording the owner ship of each Bond that complies with the
provisions of Section 149 of the Code.
The City shall indemnify and save harmless the Paying Agent
against any liabilities which it may incur in the exercise and
performance of its powers and duties as Paying Agent which are not
due to its gross negligence or willful default, and shall pay its
reasonable charges for its services as Paying Agent.
The Paying Agent may become the owner of or may deal in Bonds
as fully and with the same rights as if it was not the Paying
Agent.
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
section 14. Mutilated. Destroyed. Stolen or Lost Bonds. In
case any Bond shall become mutilated or be destroyed, stolen or
lost, the City may cause to be executed, and shall deliver, a new
Bond of like interest rate, principal amount and maturity in
exchange and substitution for and upon cancellation of such
mutilated Bond, or in lieu of and in substitution for such Bond
destroyed, stolen or lost, in each case upon the registered owner
thereof paying the reasonable expenses and charges of the City and
the Paying Agent in connection therewith and in the case of a Bond
destroyed, stolen or lost, filing by the owner with the Paying
Agent evidence satisfactory to the Paying Agent and the City that
such Bond was destroyed, stolen or lost and the owner's ownership
thereof, and furnishing the City and the Paying Agent with
indemnity satisfactory to them. Any new Bond so delivered may
bear a number differing from the number of the Bond it re places.
Section 15. Transfer of Bonds and Delivery of New Bonds.
Any Bond may be transferred only upon the books kept for the
registration and transfer of Bonds by the Paying Agent, as Bond
Registrar, upon surrender thereof at the corporate trust office
of the Paying Agent, together with an assignment duly executed by
the registered owner or his attorney in such form as shall be
satisfactory to the Paying Agent. Upon the transfer of any such
Bond, there shall be executed in the name of the transferee, and
the City shall cause to be authenticated and delivered, a new
registered Bond or Bonds of the same maturity and aggregate
principal amount in any of the authorized denominations.
In all cases in which Bonds may be transferred under this
Resolution, there shall be executed, and the City shall
authenticate and deliver, Bonds in accordance with the provisions
of this Resolution. Any such transfer shall be without cost to
the registered owner, except that the City and the Paying Agent
may make a charge for every such registration, exchange or
transfer of Bonds sufficient to reimburse them for any tax, fee
or other governmental charge required to be paid with respect to
such registration, exchange or transfer, and such charge or
charges shall be paid before any such new Bond shall be delivered.
Neither the City nor the Paying Agent shall be required to make
any such registration, exchange or transfer of a Bond during the
fifteen (15) days next preceding an interest payment date on such
Bond or following any publication of notice of redemption.
Section 16. Ownership of Bonds. As to any Bond, the person
in whose name the same shall be registered on the Bond Register
shall be deemed and regarded as the absolute owner thereof for all
purposes, and payment of or on account of the principal on such
Bond and the interest on such Bond shall be made only to or upon
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
the order of the registered owner thereof or his legal
representative, but such registration may be changed as
hereinabove provided. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond,
including the interest thereon to the extent of the sum or sums
so paid.
The Bonds shall be negotiable instruments to the extent
provided by Alaska Statutes, Title 45.08. The City and the Paying
Agent shall be entitled to treat the person in whose name any Bond
is registered as the absolute owner thereof for all purposes of
this Resolution and any applicable laws, notwithstanding any
notice to the contrary received by the paying Agent or the City.
Neither the City nor the Paying Agent will have any responsibility
or obligation, legal or otherwise, to any other party, except to
the owners of the Bonds.
Section 17. Pledqe. The City hereby irrevocably pledges and
covenants that it will levy and collect taxes upon all taxable
property within the City without limitation as to rate or amount,
in amounts sufficient, together with other funds legally available
therefor, to pay the principal of and interest on the Bonds as the
same become due and payable.
Section 18 . Arbitrage Covenant. The City covenants with the
registered owners of all Bonds at any time outstanding that it
will make no use or investment of the proceeds of the Bonds which
will cause the Bonds to be "arbitrage bonds" subject to Federal
income taxation by reason of section 148 of the Code. To that
end, so long as any of the Bonds are outstanding, the City, with
respect to the proceeds of the Bonds, shall comply with all
requirements of said Section 148 and of all regulations of the
United States Department of Treasury issued thereunder, to the
extent that such requirements are, at the time, applicable and in
effect.
Section 19. Compliance with Code. The City hereby covenants
to comply with any and all applicable requirements set forth in
the Code in effect from time to time to the extent that such
compliance shall be necessary for the exemption from Federal
income taxes of . the interest on the Bonds. The Ci ty hereby
further covenants to observe any and all applicable requirements
in any future Federal tax legislation to the extent that such
compliance is determined by the city to be legal and practicable
and required for such exemption.
Section 20. Defeasance. In the event money and/or Acquired
Obligations maturing at such times and bearing inter est to be
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
earned thereon in amounts sufficient to redeem and retire any or
all of the Bonds in accordance with their terms are set aside in
a special trust account to effect such redemption or retirement
and such moneys and the principal of and interest on such
obligations are irrevocably set aside and pledged for such
purpose, then no further payments need be made to payor secure
the payment of the principal of and interest on such Bonds and
such Bonds shall be deemed not to be out standing. If the Bonds
are insured, or if bonds issued by Alaska Municipal Bond Bank to
purchase the Bonds are insured, any defeasance of the Bonds shall
be made by cash and/or direct, non-callable obligations of the
United States of America.
Section 21. Amount. Dates. Maturities and Redemption. Sale
and Other Details of Bonds. The Council shall by resolution
establish the total amount of the Bonds to be issued in any
series, the date of the Bonds, denominations, numbers, interest
rates, interest payment dates, maturities, redemption provisions
and any other details of the Bonds. The Bonds shall be sold at
public or private sale, including sale to the Alaska Municipal
Bond Bank, upon substantially the terms and conditions as may be
fixed and determined by a resolution adopted by the Council prior
to or at the time of the sale.
Section 22. Authoritv of Officers. The Mayor, the acting
Mayor from time to time, the City Manager, the Assistant City
Manager, the City Clerk and the Acting City Clerk are, and each
of them hereby is, authorized and directed to do and perform all
things and determine all matters not determined by this
Resolution, or to be determined by a subsequent Resolution or
resolution of the City, to the end that the City may carry out its
obligations under the Bonds and this Resolution.
Section 23. Amendatorv and Supplemental Resolutions.
(a) The Council from time to time and at any time may adopt
an resolution or resolutions supplemental hereof, which resolution
or resolutions thereafter shall become a part of this Resolution,
for anyone or more of the following purposes:
(1) To add to the covenants and agreements of the
City in this Resolution contained, other covenants and
agreements thereafter to be observed, or to surrender
any right or power herein reserved to or conferred upon
the City.
(2) To make such provisions for the purpose of
curing any ambiguities or of curing, correcting or
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
supple-menting any defective provision contained in this
Resolution or in regard to matters or questions arising
under this Resolution as the Council may deem necessary
or desirable and not inconsistent with this Resolution
and which shall not adversely affect the interest of
the registered owners of the Bonds.
(3) To provide for the issuance of Bonds in the form
of book entry obligations.
Any such supplemental resolution of the Council may be
adopted without the consent of the registered owner of any of the
Bonds at any time outstanding, notwithstanding any of the
provisions of subsection (b) of this Section.
(b) with the consent of the owners of not less than sixty
percent (60%) in aggregate principal amount of the Bonds at the
time outstanding, the Council may adopt an resolution or
resolutions supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Resolution or of any supplemental resolution;
provided, however, that no such supplemental resolution shall:
(1) Extend the fixed maturity of any of the Bonds, or
reduce the rate of interest thereon, or reduce the amount or
change the date of any sinking fund installment, or extend
the time of payments of interest from their due date, or
reduce the amount of the principal thereof, or reduce any
premium payable on the redemption thereof, without the
consent of the owners of each Bond so affected; or
(2) Reduce the aforesaid percentage of owners of Bonds
required to approve any such supplemental resolution without
the consent of the owners of all of the Bonds then
outstanding;
It shall not be necessary for the consent of the owners of
the Bonds under subsection (b) to approve the particular form of
any proposed supplemental resolution, but it shall be sufficient
if such consent shall approve the substance thereof.
(c) Upon the adoption of any supplemental resolution
pursuant to the provisions of this Section, this Resolution shall
be deemed to be modified and amended in accordance there with, and
the respective rights, duties and obligations of the City under
this Resolution and all owners of Bonds outstanding hereunder
shall thereafter be determined, exercised and enforced thereunder,
subject in all respects to such modification and amendment, and
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
all the terms and conditions of any such supplemental resolution
shall be deemed to be part of the terms and conditions of this
Resolution for any and all purposes.
(d) Bonds executed and delivered after the execution of any
supplemental resolution adopted pursuant to the provisions of this
Section may bear a notation as to any matter provided for in such
supplemental resolution, and if such supplemental ordinance shall
so provide, new Bonds so modified so as to conform, in the opinion
of the City, to any modification of this Resolution contained in
any such supple mental resolution may be prepared by the City and
delivered without cost to the registered owners of the Bonds then
out standing, upon surrender for cancellation of such Bonds in
equal aggregate principal amounts.
section 24. Miscellaneous.
(a) All payments made by the City of, or on account of, the
principal of or interest on the Bonds shall be made on the several
Bonds ratably and in proportion to the amount due thereon,
respectively, for principal or interest as the case may be.
(b) No recourse shall be had for the payment of the principal
of or the interest on the Bonds or for any claim based thereon or
on this Resolution against any member of the Councilor officer
of the City or any person executing the Bonds. The Bonds are not
and shall not be in any way a debt or liability of the State of
Alaska or of any political subdivision thereof, except the City,
and do not and shall not create or constitute an indebtedness or
obligation, either legal, moral or otherwise, of said State or of
any political subdivision thereof, except the City.
Section 25. Severability. If anyone or more of the
covenants and agreements provided in this Resolution to be
performed on the part of the City shall be declared by any court
of competent jurisdiction to be contrary to law, then such
covenant or covenants, agreement or agreements shall be null and
void and shall be deemed separable from the remaining covenants
and agreements in this Resolution and shall in no way affect the
validity of the other provisions of this Resolution or of the
Bonds.
Section 26. Effective Date.
effect immediately.
This Resolution shall take
PASSED AND APPROVED by the City Council of the City of
Seward, Alaska, this 27th day of March 1990.
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CITY OF SEWARD, ALASKA
RESOLUTION NO. 90-024
THE CITY OF SEWARD, ALASKA
~)" OL ~, ~.Ol
~ .~OMr\
W1lr1am C. Noll
Mayor
AYES: Burgess, Hilton, Meehan, Noll, Sieminski and Simutis
NOES: None
ABSENT: Dunham
ABSTAIN: None
ATTEST:
-rr~ j -~
Patr1c1a J. Jones
Acting City Clerk
c c \-t'i S ~"-L)
APPROVED AS TO FORM:
PERKINS COlE, Attorneys
for the City of Seward, Alaska
7--d t1(~
Fred B. Arv~dson
City Attorney
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