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HomeMy WebLinkAboutRes1984-108 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-108 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT WITH THE ALASKA MUNICIPAL BOND BANK AND THE ISSUANCE OF A FULLY REGISTERED BOND TO THE ALASKA MUNICIPAL BOND BANK BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. Pursuant to Section 18 of Resolution No. 84-105, the City hereby determines to sell and issue its City of Seward 1984 Series A General Obligation Bonds (herein referred to as the "Bonds") to the Alaska Municipal Bond Bank (the "Bank") on the terms and conditions fixed in the Loan Agreement hereinafter mentioned in Section 2, and said Loan Agreement is hereby approved in substantially the form presented. Section 2. The Mayor and/or Manager is hereby authorized to execute and cause to be delivered on behalf of the City the Loan Agree- ment with the Bank in the form attached to this Resolution and the Mayor, Manager, Treasurer/Assistant City Manager and City Clerk are hereby authorized to do any and all things necessary to carry out the obligations of the City pursuant to Resolution No. 84-105 and the Loan Agreement. Section 3. Pursuant to Section 18 of Resolution No. 84-105, one fully registered bond in substantially the form prescribed in Resolution No. 84-105 shall be issued and sold to the Bank. Section 4. Pursuant to Section 6 of Resolution No. 84-105, the fully registered bond shall bear interest from its date, and shall be dated as of October 1, 1984. The bond shall bear interest at the rates per annum determined pursuant to the Loan Agreement and shall be sold at a price equal to par plus accrued interest to the date of delivery thereof. Section 5. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 24 day of September , 19 84 THE CITY OF SEWARD, ALASKA CJu(~ DONALD W. CR PS, MAYOR -1- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-108 AYES: NOES: ABSENT: ABSTAIN: ATTEST: CRIPPS, GILLESPIE, HILTON, MEEHAN, WILLIAMS & WILSON NONE SWARTZ NONE APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, Attorneys for the City of Seward, Alaska (City Seal) 7~(2/~ Fred B. Arvidson, City Attorney -2- ~! ~ ,1 ~ ~ r, ,j ~ ~ ~~ ~i .' ! LOAN AGREEMENT AGREEMENT, dated as of the 1st day of October, 1984, between the Alaska Municipal Bond Bank, a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental func- tions (hereinafter referred to as the "Bankll), created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended, (hereinafter referred to as the "Actll), having its principal place of business at Anchorage, Alaska, and the City of Seward, Alaska, a duly constituted home rule city of the State (hereinafter referred to as the "Municipality"): WIT N E SSE T H: WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (hereinafter referred to as the "Loan" or ItLoans") to governmental units; and I .' r ~i " I WHEREAS, the Municipality is a Governmental Unit as defined in the General Bond Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds purchased by the Bank; and WHEREAS, the Municipality is desirous of borrowing money from the Bank in the amount of $5,000,000, and has submit- ted an application to the Bank for a Loan in such amount and the Municipality has duly authorized the issuance of one fully registered bond in the aggregate principal amount of $5,000,000, payable in installments, (the "Municipal Bonds") which bond is to be purchased by the Bank as evidence of the Loan in accordance with this Agreement; and WHEREAS, the application of the Municipality contains the information required by the Bank; and .. . WHEREAS, to provide for the issuance of bonds of the ~ ~ " "': Bank in order to obtain from time to time monies with which to make such Loans, the Bank has adopted the General Bond Resolution ~ .~ J on May 27, 1976, as supplemented on October 28, 1977 and May 11, 1978 (herein referred to as the "8ond Resolution") and will adopt a resolution authorizing the making of such Loan to the Munici- pa1ity and the purchase of the Municipal Bonds, " ~ NOW, THEREFORE, the parties agree: :l 'j 1. The Bank hereby makes the Loan and the Municipality .; " I accepts the Loan in the amount of $5,000,000. As evidence of the Loan made to the Municipality and such money borrowed from the Bank by the Municipality, the Municipality hereby sells to the Bank the Municipal Bonds in the amount of $5,000,000. The . Municipal Bonds shall bear interest from their date at such rate or rates per annum stated on Exhibit "A" appended hereto. The ., .'~' "0 .~. , ';J. interest cost rate for purposes of this Loan Agreement will be computed without regard to Sections 3 and 4 hereof which require that the Municipality make funds available to the Trustee acting under the Bond Resolution for the payment of principal and interest at least seven business days prior to each respective principal and interest payment date. Subject to any applicable legal limitations, the rate or rates of interest borne by the Municipal Bonds shall be the same rate or rates of interest borne by the bonds sold by the Bank (for corresponding maturities) in order to obtain the monies with which to make the Loan and to purchase the Municipal Bonds. ~; 2. The Municipality represents that it has duly r; adopted or will adopt all necessary ordinances or resolutions and has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement and issue its binding obli- gations to the Bank. -2- . ~ J ~ .1 1 , t( ~ ~ ~; .i ! . U !: r, I~ ,. 3. The amount to be paid by the Municipality pursuant to this Loan Agreement representing interest due on its Municipal Bonds (hereinafter referred to as the "Municipal Bonds Interest Payments") shall be not less than the interest the Bank is re- quired to pay on the bonds issued by the Bank to obtain the funds from which this Loan is made and shall be scheduled by the Bank in such manner and at such times (notwithstanding the dates of payment as stated in the Municipal Bonds) as to provide funds sufficient to pay interest as the same becomes due on the propor- tionate amount of bonds issued by the Bank for the purpose of obtaining funds to make the loan to the Municipality (hereinafter referred to as the "Municipality's Loan Obligation") and the Municipality shall make such funds available to the Trustee acting under the Bond Resolution at least seven business days prior to each interest payment date. ..i 4. The amount to be paid by the Municipality pursuant '. '\ \ . ~ to this Loan Agreement representing principal due on its Munici- pal Bonds (hereinafter referred to as the "Municipal Bonds Prin- cipal Payments") shall be scheduled by the Bank in such manner and at such times (notwithstanding the dates o~ payment as stated in the Municipal Bonds) as to provide funds sufficient to pay the principal of the Municipality's Loan Obligation as the same matures (based upon the maturity schedule appended hereto as Exhibit "A") and the Municipality shall make such funds available to the Trustee acting under the Bond Resolution at least seven business days prior to each principal payment date. In the event the amounts referred to in Sections (3) and (4) to be paid by the Municipality pursuant to this Loan Agreement are not made avail- able at any time specified therein, the Municipality agrees that any money payable to it by any department or agency of the State be withheld from it and paid over directly to the Trustee acting -3- '-. under the Bond Resolution and this Agreement shall be full r ~ p ~ J ~ ~ warrant, authority and direction to make such payment upon notice to such department or agency by the Bank as provided in the Act. 5. The Municipality is obligated to pay Fees and Charges to the Bank. Such Fees and Charges (as defined in the :i Bond Resolution) actually collected from the Municipality shall be in an amount sufficient, together with the Municipality's ~ ~ 1 j ~ Allocable Proportion of other monies available therefor under the provisions of the Bond Resolution, and other monies available therefor, including any specific grants made by the United States of America or any agency or instrumentality thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund . pursuant to paragraph (3) of Section 603 of the Bond Resolution: (a) to pay, as the same become due, the Municipality's Allocable Proportion of the Administrative Expenses (as defined in the Bond Resolution) of the Bank; and (b) to pay, as the same become due, the Municipality's Allocable Proportion of the fees and expenses of the Trustee and paying agents for the bonds of the Bank. Municipality's Al- locable Proportion as used herein shall mean the proportionate amount of the total requirement in respect to which the term is used determined by the ratio that the total of the Municipality's Loan Obligation outstanding bears to the total of that portion of the bonds issued by the Bank to obtain funds with which to make loans which are outstanding as certified by the Bank. The waiver . r ~ ~ by the Bank of any fees payable pursuant to this section 5 shall not constitute as subsequent waiver thereof. , ' \ 6. The Municipality is obligated to make the Municipal . Bonds Principal Payments scheduled by the Bank on an annual basis -4- .:; ~. r~ and is obligated to make the Municipal Bonds Interest Payments scheduled by the Bank and to pay the Fees and Charges imposed by ~~ the Bank on a semi-annual basis. ~ ~ J 7. The Bank shall not sell and the Municipality shall not redeem prior to maturity any of the Municipal Bonds with respect to which the Loan is made in an amount greater than the 1 I t, .i ~ ~ "J bonds sold by the Bank to obtain the funds from which the Loan is made which are then outstanding and which are then redeemable, ~'i and in the event of any such sale or redemption, the sa~e shall be in an amount not less than the aggregate of (i) the principal amount of the Municipality's Loan Obligation (or portion thereof) so to be redeemed, (ii) the interest to accrue on the Munici- pality's Loan Obligation (or portion thereof) so to be redeemed . to the next redemption date thereof not previously paid, (iii) the applicable premium, if any, payable on the Municipality's Loan Obligation (or portion thereof) so to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption of the Municipality's Loan Obligation (or portion thereof) so to be redeemed; provided, however, that, in the event the bonds of the Bank issued to provide the funds with which the Bank made the Loan under this Loan Agreement with respect to which the sale or redemption prior to maturity of such Municipal Bonds is being made (herein called the "Bank Loan Obligations") have been re- funded and the refunding bonds of the Bank issued for the purpose of refunding such Bank Loan Obligations were issued in a princi- pal amount in excess of or less than Municipality's Loan Obliga- .l' ~ tion remaining unpaid at the date of issuance of such refunding ~ ~ bonds, the amount which the Municipality shall be obligated to ~1 ;} payor the Bank shall receive under item (i) above shall be the principal amount of such refunding bonds outstanding. -5- , .~ ~ ., i ~ 1 j' , i D ~ ~ J . n " ' . , . t ~ " . ~ , In the event the Bank Loan Obligations have been re- funded and the interest the Bank is required to pay on the re- funding bonds is less than the interest the Bank was required to pay on the Bank Loan" Obligations, the amount which the Municipal- ity shall be obligated to payor the Bank shall receive under item (ii) above shall be the amount of interest to accrue on such refunding bonds outstanding. The Municipality shall give the Bank at least fifty (50) days notice of intention to redeem its Municipal Bonds. In the event the Bank Loan Obligations have been re- funded, the amount which the Municipality shall be obligated to payor the Bank shall receive under item (iii) above, when the refunded Bank Loan Obligations are to be redeemed, shall be the applicable premium, if any, on the said Bank Loan Obligations to be redeemed. ~ ..~~'. Simultaneously with the delivery of the Municipal- B. ity's Bond or Bonds to the Bank, the Municipality shall furnish to the Bank evidence satisfactory to the Bank which shall set forth among other things, that said Bond or Bonds will constitute valid general obligations of the Municipality. 9. The Municipality shall be obligated to inform in writing the Bank and the corporate trust office of the Trustee for the Bank's bonds at least thirty (30) days prior to each interest payment date on the Municipal Bonds of the name of the official to whom invoices for the payment of interest and princi- pal should be addressed. 10. Notwithstanding Paragraph 14 hereof, prior to pay- ment of the amount of the Loan, or any portion thereof, and the delivery of the Municipality's Bond or Bonds to the Bank or its designee, the Bank shall have the right to cancel all or any part of its obligations hereunder if: -6- j ~ ! (a) Any representation, warranty or other statement made by the Municipality to the Bank in connection with its application to the Bank for a Loan shall be incorrect or incom- plete in any material respect. (b) The Municipality has violated commitments made by u . it in its application and supporting documents or has violated any of the terms of this Loan Agreement. ~ ~ ti ~ ~ 1 ~ (c) The financial position of the Municipality has, in the opinion of the Bank, suffered a materially adverse change be- tween the date of this Loan Agreement and the scheduled time of delivery of the Municipal Bonds to the Bank. 11. The obligation of the Bank under this Loan Agree- ment is contingent upon delivery of its 1984 Series A Bonds and . receipt of the proceeds thereof. 12. If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceabi1ity of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agree- ment shall be construed and enforced as if such invalid or unen- forceable provision had not been contained herein. 13. This Loan Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as as an original and all of which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments, and take such other actions as are necessary to give effect to the terms of this Loan Agree- . ~ ~ ~ ment. ~ 14. No waiver by either party of any term or condition of the Loan Agreement shall be deemed or construed as a waiver of . any other terms or conditions, nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, -7- . ..' whether of the same or of a different section, subsection, para- graph, clause, phrase, or other provision of this Loan Agree- .' i ~ ment. 15. This Loan Agreement merges and supersedes all prior negotiations, representations, and agreements between the It 1 parties hereto relating to the subject matter hereof and consti- tutes the entire agreement between the parties hereto in respect i1 thereof. ~ ~ to' ti .1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL BOND BANK (S E A L) By Chairman A T T EST, CITY OF SEWARD ALASKA (S E A L) By Title A T T EST, ~ " .~ t~ ..-1 -8-