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HomeMy WebLinkAboutRes1984-105 . . . ~ ~ CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, PROVIDING FOR THE ISSUANCE OF $5,000,000 GENERAL OBLIGATION BONDS OF THE CITY AND FIXING DETAILS OF SAID BONDS WHEREAS, Seward, Alaska (the following question: pursuant to Resolution No. 84-90 of the City of "City") passed and approved on August 21, 1984, the PROPOSITION Shall the City of Seward, Alaska, incur indebtedness and issue 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 not to exceed Five Million Dollars ($5,000,000) for the purpose of planning, designing, construction and land acquisition for improvements to existing facilities and for new facilities of the electrical transmission and distribution system of the City of Seward, Alaska, such improvements and new facilities being located both within and outside of the boundaries of the City of Seward, Alaska, and pledge its full faith and credit for the payment of the bonds? (herein call the "Proposition") was passed and approved by a vote of 185 for and 66 against the Proposition at the special election held in the City on August 21, 1984, and said election has been duly canvassed and the results thereof certified and confirmed in accordance with law; and WHEREAS, the City Council of the City has determined and does hereby determine that it is necessary to proceed with the planning, designing, acquiring and constructing improvements to existing facil- ities and for new facilities of the electrical transmission and dis- tribution system of the City (all hereinafter collectively 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 $5,000,000 principal amount of the general obligation bonds, referred to in the Proposition, be issued at this time in a single series, as hereinafter fixed and determined, for the purpose of raising funds to pay the cost of con- structing and acquiring the Project; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: -1- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 Section 1. Definitions. The following terms shall have the following meanings in the Resolution: (a) "Bonds" shall mean any of the City of Seward General Obligation Bonds, 1984 Series A, issued pursuant to the Resolution as the evidence of the indebtedness referred to in the Proposition. (b) "City" shall mean the City of Seward, a municipal corpo- ration of the State of Alaska, organized as a home rule city pursuant to Title 29 of the Alaska Statutes and the Charter of the City of Seward, Alaska. (c) "Cost" shall mean the cost of acquiring and developing the Project, including interest on the Bonds prior to and during the period of acquiring and developing the Proj- ect, and reasonable fees of the Paying Agents for the payment of such interest, the cost, whether incurred by the City or another, of field surveys and advance plan- ning 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 preparation of the site of the Project and of any land to be used in connection therewith, the cost of any indemni- ty and surety bonds and premiums on insurance incurred in connection with the Proj ect prior to or during con- struction 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 Agents, cost 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, costs of audits, the cost of all machinery, apparatus and equipment, cost of engineering, architec- tural services, design, plans, specifications and sur- veys, estimates of 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 fea- sibility 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 Proj ect, the financing thereof and the placing of the same in use and operation. (d) "Paying Agent" and "Principal Paying Agent" shall mean the banks, trust companies, or national banking -2- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 associations appointed by the City pursuant to Section 15 hereof. (e) "Resolution" shall mean this Resolution of the City. Section 2. Authority for Resolution. The City has ascer- tained 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 Charter of the City, and to incur the indebtedness and issue the Bonds as referred to in the Proposition. Section 3. Purposed and Authorization of Bonds. For the purpose of raising funds to pay the cost of acquiring and developing the Project as authorized by the Proposition which, in accordance with the Proposition is hereby determined to be necessary, general obligation bonds of the City referred to in the Proposition, each to be designated "City of Seward General Obligation Bond, 1984 Series A", shall be issued in the aggregate principal amount of Five Million Dollars ($5,000,000) as a single issue and sold at public sale or at private sale including sale to the Alaska Municipal Bond Bank on a date to be set by resolution of the Council passed prior to the sale. Section 4. Date and Maturities of Bonds. The Bonds shall mature on October 1 in the following amounts in the years set opposite such amounts: Maturity October 1 Amounts 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 $ 80,000 90,000 100,000 110,000 125,000 135,000 150,000 165,000 185,000 205,000 225,000 245,000 275,000 300,000 335,000 370,000 405,000 450,000 500,000 550,000 -3- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 Section 5. Payment Dates, Form and Numbering of Bonds. Each Bond shall bear interest from its date payable on the first days of October and April of each year beginning April 1, 1985, at such rate or rates per annum as may be fixed and determined by resolution adopted prior to the delivery thereof. The bonds shall be in registered form as herein provided. The Bonds shall each be of the denomination of Five Thousand Dollars ($5,000), or integral whole multiples thereof; 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 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 or any resolution of the City adopted pursuant to the provisions of 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. Section 6. Details of Bonds. The registered Bond shall bear interest from its date, and shall be dated as of the date of its issu- ance, or as of October 1, 1984, at the election of the City. 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 facsimi- le thereof) shall be affixed, imprinted or otherwise reproduced on the Bonds, and attested by the manual or facsimile signature of the City Clerk. In case any officer whose signature or facsimile of whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. In the event both the signature of the Mayor and the signature of the Clerk are in facsimile form, the Bonds shall contain a certifi- cate of a Paying Agent certifying the authentication of such signatures in the following form: PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution and the signatures imprinted hereon are the authentic signatures in facsimile of the Mayor and Clerk of the City. -4- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 Paying Agent By Authorized Officer Both the principal and 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 and the interest on all Bonds shall be payable at the principal office of the Paying Agents, or if sold to the Alaska Municipal Bond Bank to the Alaska Municipal Bond Bank or its registered assigns. Any registered Bond may thereafter be transferred only upon an assignment duly executed by the registered owner or his attorney in such form as shall be satisfactory to the Principal Paying Agent such trans- fer to be made on such books and endorsed on the Bond by the Principal Paying Agent. Section 7. Ownership of Bonds. The person in whose name the same shall be registered 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 the Bond shall be made only to or upon 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. Section 8. 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 delivered, a new Bond of like interest rate, principal amount and maturity in exchange and substi- tution for and upon cancellation of such mutilated Bond, in lieu of and in substitution for such Bond destroyed, stolen or lost, upon the holder paying the reasonable expenses and charges of the City in connection therewith and, in the case of a Bond destroyed, stolen, or lost, his filing with the City evidence satisfactory to it that such Bond was destroyed, stolen, or lost, and of his ownership thereof, and furnishing the City with indemnity satisfactory to it. Any new Bond so delivered may bear a number differing from the number on the Bond it replaces. Section 9. Exchange of Bonds. The City shall make provision for the exchange of Bonds at the principal office of the Principal Paying Agent, and shall cause books to be kept by the Principal Paying Agent, as Bond Registrar, for the registration and transfer of Bonds as provided in this Resolution. -5- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 Section 10. Redemption of Bonds. The Bonds maturing on or after October 1, 1995, shall 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 in inverse order of maturity on any interest payment date on or after October 1, 1994, at a redemption price equal to the principal amount of each Bond to be redeemed, together with interest accrued 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 a maturity. Section 11. Notice of Redemption. When the City determines to redeem any Bonds, it shall give notice of such redemption, which notice shall state the redemption date and identify the Bonds to be redeemed 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 (hereinafter in this Resolution referred to as the "Redemption Price") together with interest accrued to the redemp- tion date, and that from and after such date interest thereon shall cease to accrue. Such notice shall be given at least thirty (30) days prior to the redemption date by mailing notice to the registered owner of each Bond at the Address kept on the books of the City. Section 12. Payment of Redeemed Bonds. Notice of redemption having been given in the manner provided in Section 11, 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, and, upon presentation and surrender thereof, at the principal office of the Paying Agent or in the case of the registered Bond, at the office of the City, together with, a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. Section 13. Form of Fully Registered Bond. The fully regis- tered Bond to be sold to the Alaska Municipal Bond Bank shall be in substantially the form set forth below with such insertions or variations as may be required or permitted by the Resolution: UNITED STATES OF AMERICA STATE OF ALASKA CITY OF SEWARD (A Municipal Corporation of the State of Alaska) The City of Seward, a municipal corporation of the State of Alaska (the "City"), for value received acknowledges itself indebted and hereby promises to pay to Alaska Municipal Bond Bank or registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000) in the following installments on October 1 of each of the following years, and to pay to the registered owner hereof interest on each such installment from the date hereof until the City's obligation with respect to the -6- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 payment of such installment shall be discharged, on the first days of October and April of each year, beginning April 1, 1985, as follows: Maturity October 1 Amount 1985 $ 80,000 1986 90,000 1987 100,000 1988 110,000 1989 125,000 1990 135,000 1991 150,000 1992 165,000 1993 185,000 1994 205,000 1995 225,000 1996 245,000 1997 275,000 1998 300,000 1999 335,000 2000 370,000 . 2001 405,000 2002 450,000 2003 500,000 2004 550,000 Interest Rate This Bond, as to principal and interest when due, will be payable at the office of the City 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. This Bond is the single registered Bond of the series of Bonds entitled General Obligation Bonds, 1984 Series A, of the City of Seward, Alaska, aggregating $5,000,000 in principal amount authorized for the purpose of providing funds to pay a portion of the cost of planning, designing, acquiring and constructing improvements to the existing facilities and for new facilities of the electrical transmission and distribution system of the City, with the question of their issuance for such purposes approved and ratified by majority vote of the qualified voters of the City who voted on a Proposition authorizing the Bonds at the special election held on August 21, 1984, and is issued pursuant to Resolution No. 84-105of the City entitled: A RESOLUTION OF THE CITY OF SEWARD, ALASKA, PROVIDING FOR THE ISSUANCE OF $5,000,000 GENERAL OBLIGATION BONDS AND FIXING DETAILS OF SAID BONDS . (herein called the "Resolution"). -7- I. . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 The installments of this Bond becoming due on or after October 1, 1995, are subject to redemption by or on behalf of the City prior to maturity and upon notice as set forth in the ordinance as a whole or in part in reverse order of maturity on any interest payment date on or after October 1, 1994, at a redemption price calculated with respect to each installment or portion thereof to be redeemed equal to the amount thereof, plus accrued interest to the date of redemption. This Bond is transferable, as provided in the Resolution, only upon the books of the City kept for that purpose at the principal office of the City by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the City duly executed by the registered owner or such duly authorized attorney. The City may treat and consider the person in whose name this Bond is registered as the holder and absolute owner hereof for the purpose of receiving payment of, or on account of, the principal 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 this Bond as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the Constitution and laws of the State of Alaska and the Charter of the City of Seward 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 issue of Bonds of which this is one, together with all other indebtedness of the City, is within every debt and other limit prescribed by said Constitution, statures 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 manual or facsimile signature of the Mayor and the official seal of the City (or a facsimile thereof) to be affixed, imprinted, or otherwise reproduced hereon, and attested by the manual or facsimile signature of the City Clerk, all as of the day of , 19 Donald W. Cripps, Mayor ATTEST: Linda S. Murphy, City Clerk -8- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 Section 14. Form of Registered Bond Not Sold To The Alaska Municipal Bond Bank. Should the bonds not be sold to the Alaska Munici- pal Bond Bank, the bonds shall be in substantially the form hereinabove set forth except that the first, second and fourth paragraphs thereof shall be in substantially the following forms respectively: FIRST PARAGRAPH The City of Seward, a municipal corporation Alaska (the "City"), for value received, acknowledges and hereby promises to pay to or registered assigns, on the presentation and surrender of the State of itself indebted first day of October, 19 upon hereof, the principal sum of Dollars ($ ), 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 rate of per centum ( %) per annum, payable on the first days of April and October in each year. 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 offices of (hereinafter called the "Prin- cipal Paying Agent") or (herein together with the "Principal Paying Agent" collectively called the "Paying Agents") or their successors. SECOND PARAGRAPH This Bond is one of the General Obligation Bonds, 1984 Series A, of the City of Seward, of like tenor and effect except as to interest rates, serial number, and maturity, aggregating $5,000,000 in principal amount, and constituting bonds authorized for the purpose of providing funds to pay a portion of the cost of planning, designing, acquiring and constructing improvements to existing facilities and for new facilities of the electrical transmission and distribution system of the City, with the question of their issuance for such purposes approved and ratified by a majority vote of the qualified voters of the City of Seward, who voted on a Proposition at a special election in the City on August 21, 1984, and is issued pursuant to Resolution No. 84-105 of the City entitled: A RESOLUTION OF THE CITY OF SEWARD, ALASKA, PROVID- ING FOR THE ISSUANCE OF $5,000,000 GENERAL OBLIGATION BONDS OF THE CITY AND FIXING DETAILS OF SAID BONDS (herein called the "Resolution"). -9- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 The Bonds are to be numbered from one consecutively upwards in order of maturity. FOURTH PAP~GRAPH The Bonds maturing on or after October 1, 1995, 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 or in part in inverse order of maturity on any interest payment date on or after October 1, 1994, at a redemption price equal to the principal thereof plus interest accrued 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. Section 15. Paying Agents. One or more Paying Agents shall be appointed by a resolution adopted by the City prior to the time of sale of the Bonds, unless the Bonds are sold at private sale in the form of a single registered Bond to the Alaska Municipal Bond Bank, in which case no Paying Agents need be appointed by the City. The City shall indemnify and save harmless the Paying Agents against any liabilities which they may incur in the exercise and performance of their powers and duties as Paying Agents which are not due to their negligence or de- fault, and shall pay their reasonable charges for their services as Paying Agents. The Paying Agents may become the owners of or may deal in Bonds, as fully and with the same rights as if they were not Paying Agents. Section 16. Authority of Officers. The Mayor, City Manager, Finance Director and the 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 ordinance or resolution of the City, to the end that the City may carry out its obligations under the Bonds and this Resolution. Section 17. Miscellaneous. (a) All payments made by the City of, or on account o~, 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 City Councilor officer of the City or any person execut- ing 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 any indebtedness or obligation, either legal, moral or otherwise, of said -10- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 State or of any said political subdivision thereof, except the City, and neither said State, nor any said political subdivision, except the City, shall be liable on the Bonds, and the Bonds are not and shall not be payable out of any funds other than those of the City. Section 18. Sale of Bonds. The Bonds shall be sold at public or private sale, including sale to the Alaska Municipal Bond Bank, upon such terms and conditions as may be fixed and determined by a resolution adopted by the City Council prior to the time of sale. Section 19. Arbitrage Covenant. The City covenants with the holders of all Bonds at any time outstanding that it will make no use of the proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 103(c) of the Internal Revenue Code of 1954. 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 103(c) and of all regulations of the United States Department of the Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. Section 20. Variation of Terms. The amount, date, matu- rities, payment dates and redemption provisions of the Bonds may be varied or changed by the City Council by resolution adopted prior to the time of sale. Section 21. Obligation of Bonds. The Bonds shall be direct 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 22. Pledge. 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 available therefor, to pay princi- pal and interest on the Bonds as the same become due and payable. Section 23. Defeasance. In the event that money and/or direct obligations of the United States of America or any agency thereof (or obligations, the payment of the principal of and interest on which is guaranteed by the United States of America), maturing at such time or times and bearing interest to be earned thereon in amounts sufficient to redeem and retire the Bonds in accordance with their terms, are set aside in a special account to effect such redemption or retirement and such money and/or the principal of and interest on such obligations are irrevocably set aside and pledged for such purposes, then the Bonds shall cease to be entitled to any lien, benefit or security of this resolution except the right to receive the funds so set aside and pledged, and the Bonds shall be deemed not to be outstanding hereunder. -11- . . . e . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-105 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 10th day of September , 19 84 AYES: NOES: ABSENT: ABSTAIN: ATTEST: TlCITY o~ S~WARn'LAL~SKA l ~4diltL i) (;7A DONALD W. CRIPPS, ~~ CRIPPS, GILLESPIE, HILTON, MEEHAN, SWARTZ, WILLIAMS & WILSON NONE NONE NONE APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, Attorneys for the City of Seward, Alaska (City Seal) ~/VAJ IZI ~ Fred B. Arvidson, City Attorney -12-