HomeMy WebLinkAboutRes1984-108
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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
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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)
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Fred B. Arvidson, City Attorney
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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
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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
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WHEREAS, to provide for the issuance of bonds of the
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Bank in order to obtain from time to time monies with which to
make such Loans, the Bank has adopted the General Bond Resolution
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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,
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NOW, THEREFORE, the parties agree:
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1. The Bank hereby makes the Loan and the Municipality
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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
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Municipal Bonds shall bear interest from their date at such rate
or rates per annum stated on Exhibit "A" appended hereto. The
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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.
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2. The Municipality represents that it has duly
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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.
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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.
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4. The amount to be paid by the Municipality pursuant
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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
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under the Bond Resolution and this Agreement shall be full
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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
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Bond Resolution) actually collected from the Municipality shall
be in an amount sufficient, together with the Municipality's
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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
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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
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by the Bank of any fees payable pursuant to this section 5 shall
not constitute as subsequent waiver thereof.
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6. The Municipality is obligated to make the Municipal
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Bonds Principal Payments scheduled by the Bank on an annual basis
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and is obligated to make the Municipal Bonds Interest Payments
scheduled by the Bank and to pay the Fees and Charges imposed by
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the Bank on a semi-annual basis.
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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
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bonds sold by the Bank to obtain the funds from which the Loan is
made which are then outstanding and which are then redeemable,
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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
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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-
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tion remaining unpaid at the date of issuance of such refunding
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bonds, the amount which the Municipality shall be obligated to
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payor the Bank shall receive under item (i) above shall be the
principal amount of such refunding bonds outstanding.
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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.
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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:
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(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
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it in its application and supporting documents or has violated
any of the terms of this Loan Agreement.
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(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
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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-
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ment.
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14. No waiver by either party of any term or condition
of the Loan Agreement shall be deemed or construed as a waiver of
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any other terms or conditions, nor shall a waiver of any breach
be deemed to constitute a waiver of any subsequent breach,
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whether of the same or of a different section, subsection, para-
graph, clause, phrase, or other provision of this Loan Agree-
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ment.
15. This Loan Agreement merges and supersedes all
prior negotiations, representations, and agreements between the
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parties hereto relating to the subject matter hereof and consti-
tutes the entire agreement between the parties hereto in respect
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thereof.
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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,
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