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HomeMy WebLinkAbout3042 RESOLUTION NO. -3cL4 J-. A RESOLUTION of the City Council of the City of Bremerton, Washington, approving and authorizing the execution of the Second 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 of Bremerton (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 constructing and equipping a parking garage and public plaza in connection with the Kitsap Regional Conference Center; and WHEREAS, the payment of the principal of and interest on, and the purchase price of, the Bonds is supported by an irrevocable direct-pay letter of credit (the "Initial Letter of Credit") issued by Bank of America, N.A. (the "Bank") pursuant to a Reimbursement Agreement (the "Initial Reimbursement Agreement"), dated February 1, 2003, by and between the City and the Bank; and WHEREAS, the Initial Letter of Credit would have expired on February 10, 2006 but was extended to February 10, 2008 by the First Amendment to Reimbursement Agreement; and WHEREAS, the Letter of Credit as amended expires on February 10, 2008; and WHEREAS, by way of a non-binding proposal letter dated November 20, 2007 (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, 2010 and reduce the letter of credit fee accrual rate to 0.350% per annum; and WHEREAS, the 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 Letter of Credit be authorized; NOW, THEREFORE, 1 Second Amendment to Reimbursement Agreement with Bank of America, N.A. THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: 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, 2010 and reducing the letter of credit fee accrual rate to 0.350% per annum, according to the terms of the Proposal, the City Council hereby authorizes, accepts and approves all the terms and conditions of the Second Amendment to Reimbursement Agreement, between the City and the Bank, in substantially the form attached as Exhibit A hereto (the "Second 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 Second Amendment, with such additions, deletions and modifications as are hereafter deemed by the Mayor or the Director of Financial Services of the City (whoever actually executes the Second 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. PASSED by the City Council of the City of Bremerton, Washington this If!!' day of ~J~- ,2007. " APPROVED AS TO FORM: ATTEST: ~-~ ~~:~--' ROGER A. LUBOVICH, City Attorney- -':, -~ ..~----- -- R:\LEGAL\Resolutions\Finance\Reimbursement Loan Extension.doc 2 Second Amendment to Reimbursement Agreement with Bank of America, N.A.