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Home My WebLink About2986 RESOLUTION NO. 2l18b A RESOLUTION of the City Council of the City of Bremerton, Washington, approving and authorizing the execution of the First Amendment to Reimbursement Agreement, amending the Reimbursement ,Agreement dated February 1, 2003, by and between the City and Bank' of America, N.A., in order to extend the expiration date of the irrevocable direct-pay letter of credit issued by Bank of America, N.A., supporting the payment of the principal of and interest on the City's WEEKLY RATE DEMAND .REVENUE BONDS, 2003 (Kitsap Regional Conference Center Parking Garage) and' other documents necessary for the extension of such letter of credit. WHEREAS, pursuant to Ordinance No. 4846 and the Trust Indenture (the "Indenture"), dated February 1,2003, by and between the City and U.S. Bank National Association, as trustee (the "Trustee"), the City ofBremerton (the "City") issued and sold its WEEKLY RATE DEMAND REVENUE BONDS, 2003 (Kitsap Regional Conference Center Parking Garage) (the "Bonds"), in the original aggregate prinCipal amount of $10,865,000, to pay part of the costs of ~onstructing and equipping a parking garage and public plaza in connection with the Kitsap RegionaI. Conference Center; and _ -WHEREAS, the payment otthe principal of and interest on th~. Bonds is supported by an: ftrevocable direct-pay lett~ of credit (the "Initial tetter of Credit") issued by Bank.of America, N.A. (the "Bank") pUrsuant to a Reimbursement Agreement (the "Initial Reimbursement Agreeffient")~ dated February 1, 2003, by and between the City and the Bank; and WHEREAS, the Initial Letter of Credit expires on February 10, 2006; and . - WIiEREA~, by way of a non-binding proposal letter dated,December 13,2005 (the "Proposal"), a copy of which. is on file with the City Clerk, the Bank has offered to .extend the expiration date of the Initial Letter of Credit to February 10,2008 and reduce the letter of credit fee accrUal rate to 0.375% per annum; and WHEREAS, ~e City deems it necessary and advisable that expiration of the Initial Letter of Credit be' extended under the terms and conditions in the Proposal; and WHEREAS, it is deemed necessary and advisable that certain documents necessary to the extension of'the Initial tetter of Credit be authorized; NOW, THEREFo.RE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: . 1 First Amendment tQ Reimbursement Agreement _ with JJank of America, N.~. SECTION 1. Approval of Documents Pertaining to Extension of Initial Letter of Credit. For the purpose of extending the expiration date of the Initial Letter of Credit to February 10, 2008 and reducing the letter of credit fee accrual rate to 0.375% per annum, according to the terms of the Proposal, the City Council hereby authorizes, accepts and approves all the terms and.condition~ of the First Amendment to Reimbursement Agreement, between the . City and the Bank, in substantially the form attached as Exhibit A hereto (the ''First Amendment"). The City Council further authorizes and directs either the Mayor or the Director of Financial Services of the City to execute and deliver, for and on behalf of the City, to the Bank, the First Amendment, with such additions, deletions and modifications as are hereafter deemed by the Mayor or the Director ofFinancia1 Services of the City (whoever actually executes the First Amendment) to be in the best interests of the City, and any other documents or certificates necessary for the extension of the Initial'Letter of Credit. SECTION 2. Severability. If anyone or more sections, subsections, or sentences of this Resolution are held to be unconstitutiONal or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. SECTiON 3. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. APPROVED AS TO FORM: -/ R:\LEGAL\Resolutions\Finance\R.eimbursement Loan Extension,doc 2 First Amendment to Reimbursement Agreement with Bank of America, N.A. Attachment A to Resolution No.' ..t 9' l~ BankofAmerica .. FIRST AMENDMENT TO REIM:BURSEMENT AG.REEMENT This First Amendment to Reimbursement Agreement ("First Modification") modifies the Reimbursement Agreement dated February 1, 2003 ("Agreement"),. between THE CITY OF BREMERTON, WASHINGTON ("the City") and BANI< OF AMERICA, N.A. ("Bank"). Terms used in this First Modification and defined in the Agreement shall have the .meaning given to such terms in the, Agreement. For mutual consideration, the City and Bank agree to amend the Agreement as follows: 1. Exoiration Date. Section 1.5 of the Agreement is amended to change the definition of "Expiration Date" to be February 10, 2008. 'Bank will, upon satisfaction of the conditions of Section 4 below, execute an amendment to the Letter of Credit reflecting such amendment of the Expiration Date. 2. . Letter of Credit Fee. Subsection 3.1 (d) of .the Agreement ,is amended to provide that the "Letter of Credit Fee" $hall be calculated as 0.375% of the Letter of Credit Balance. 3. Representations and Warranties. When the City signs this First Modification, the City represents and warrants to Bank that: (a) tliere is no event which is, or with notice or lapse of time or both would be, a Default under the Agreement except those events, if any, that have been disclosed in writing to Bank or waived in writing by Bank, (b) the representations and warranties in the Agreement are true as of the date of this First Modification as if made on the date of this Fir-st Modification, except to the extent they pertain specifically to a different date, (c) this First Modification does not conflict with any law, ordinance, resolution, agreement, indenture or obligation by which the City is tiound, and (d) this First Modification is within the City's powers, has been duly authorized, and is a binding obligation of the City. 4. Conditions. This. First ModifiCation will be effective when Bank receives the following items, in form and content acceptable to Bank: (a) ,Evidence that the execution, delivery, and p~rformance by the City of this First Modification and any instrument or agreement required under this First Modification. have been duly authorized. (b) . Payment by the City of an extension fee of $2,000. . - . (c) Payment by the City of all costs, expenses, and attorneys' fees (including allocated costs for in-house legal services) incurred by Bank in connection with this First Modification. . 5. ' Other Terms. Except as specifically amended by this First Modification 'or any prior amendment, all other terms, conditions, and. definitions of the Agreement, and all other doc;:uments, instruments, or agreements entered into with regard tq the Letter of Credit, shall remain in full force and effect. . . 6. FINAL AGREEMENT. BY SIGNING THIS. DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN . PARTIES WITH RESPECT TO THE SUBJECT 'MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDE.S ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE .OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTJ:N OUTLINE OF TERMS .AND . CONDITIONS EXP.RESSL Y PROYIDES TO THE CONTRARY, (C)THE;RE ARE .NO UNWRITTEN ORAL .AGREEMENTS BETWEEN THE PARTIES, AND (D)THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDE-NCE. OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR U~~ERSTA~DINGS OF'THE PARTII;S. .: - . .7. STATUTORY NOTICE. ORAL AGREEMENTS OR ORAL COMMITI\!IENTS TO LOAN MONEY, TO EXTEND CREDIT, OR, T~ 'FORBEAR FRO~ ENFORCING REPAYMENT OF, A. DEBT ARE NOT ENFORC.EABLE UNDER WASHINGTON LAW. .' FIRST MODIFICATION -1 - aws/0484/bremerton Attachment A to Resolution No. .,t'1I'- DATED as of January _, 2006. Bank: > BANK OF AMERICA, N.A. By Title FIRST MODIFICATION City: THE CITY OF BREMERTON By Title -2- awsl0484/bremerton