HomeMy WebLinkAboutRes1987-019
.
.
.
Sponsored by:
CITY OF SEWARD, ALASKA
RESOLUTION NO. ?il-Ol(
~ C;f \ /, I it? Lll::' U0'::D
,
-.-._-----
A RESOLUTION OF THE CITY COUNCIL OF THE CITY oF
SEWARD, ALASKA, AUTHORIZING THE EXECUTION OF A
SUPPLEMENTAL INDENTURE AMENDING THE TRUST INDENTURE
AND ASSIGNMENT OF LEASE WITH RESPECT TO,~HE
SPRING CREEK CORRECTIONAL CENTER, AND RELATED MATTERS
/
/
certain premises
enter (the "Pro-
Agreement of Lease
(the "State") dated
WHEREAS, the City is the owner of
known as the Spring Creek Correctional
ject") more particularly described in a
between the City and the State of Alask
as of October 1, 1985 (the "Lease");
WHEREAS, the City assigned the ease for the benefit of
owners of Certificates of partici ation in Rent (the "Cer-
tificates") to Rainier Nation Bank as Trustee (the
"Trustee") under a Trust Indent{1re and Assignment of Lease
dated as of October 1, 1985/ (the "Indenture"), for the
purpose of financing construs~lon of the Project;
./
WHEREAS, a substantia}:'1 savings in rent payments may be
achieved by advance refun~ing the Certificates and refinanc-
ing the Project, the Sta~e has consented to such a refinanc-
ing, and such refinanc~g is in the best interest, and will
promote the public pu~poses, of the City;
,.
WHEREAS, there/has been presented to the City the form
of a First suppl~ental Trust Indenture and Assignment of
Lease (the "Supp}:'emental Indenture") amending the Indenture
which the City proposes to enter into in connection with the
refinancing dejcribed above; and
I
WHEREA~" it appears that the document above referred
to, which Is now before the City, is in appropriate form and
is an ap~opriate instrument for the purposes intended;
I
/
NQW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE C~~Y OF SEWARD, ALASKA, that:
Section 1. The form and content of the Supplemental
Indenture be and the same hereby is in all respects au-
thorized, approved and confirmed, and the Mayor, Manager or
Deputy City Manager be and each hereby is authorized,
empowered and directed to execute and deliver the Supple-
mental Indenture to the Trustee for and on behalf of the
City including necessary counterparts, in substantially the
form and content now before this meeting but with such
-1-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
changes, modifications, additions and deletions therein
shall to them seem necessary, desirable or appropriate, the
execution thereof to constitute conclusive evidence of the
approval of any and all changes, modifications, additions or
deletions thereon from the form and content of the Supple-
mental Indenture now before this meeting, and that, from and
after the execution and delivery of the Supplemental Inden-
ture, the Mayor, Manager, Deputy City Manager and the Clerk
of the City are hereby authorized, empowered and directed to
do all such acts and things and to execute all documents as
may be necessary to carry out and comply with the provisions
of the Supplemental Indenture as executed.
Section 2. The Mayor, Manager, Deputy City Manager and
the Clerk of the City or any other person authorized by the
City be and each hereby is authorized to execute and deliver
for and on behalf of the City any and all additional certif-
icates, documents, opinions or other papers and perform all
other acts as they may deem necessary or appropriate in
order to implement and carry out the intent and purposes of
this Resolution, including, without limitation, a direction
to the Trustee to reassign the lease as necessary to effect
the refinancing referred to above.
Section 3. The provisions of this Resolution are
hereby declared to be separable and if any section, phrase
or provision shall for any reason be declared to be invalid
such declaration shall not affect the validity of the
remainder of the sections, phrases or provisions.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
SEWARD, ALASKA, this ____ day of , 19
THE CITY OF SEWARD, ALASKA
HARRY E. GIESELER, MAYOR
AYES:
NOES:
ABSENT:
ABSTAIN:
-2-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
ATTEST:
Linda S. Murphy, CMC
City Clerk
(City Seal)
APPROVED AS TO FORM:
HUGHES, THORSNESS, GANTZ,
POWELL & BRUNDIN, Attorneys
for the City of Seward, AK
Fred B. Arvidson
City Attorney
-3-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
DRAFT April 3, 1987
CITY OF SEWARD, ALASKA
to
RAINIER NATIONAL BANK
as Trustee.
FIRST SUPPLEMENTAL TRUST INDENTURE
AND ASSIGNMENT OF LEASE
Dated as of April 28, 1987
$45,440,000 Spring Creek Correctional Center
Lease Certificates of Participation in Rent
1985 Series A
-4-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
FIRST SUPPLEMENTAL TRUST INDENTURE AND ASSIGNMENT OF
LEASE (the "Supplemental Indenture"), dated as of the date
shown on the title page, between the CITY OF SEWARD, ALASKA,
(the "City"), and RAINIER NATIONAL BANK, as Trustee (the
"Trustee"), a national banking association organized under
the laws of the United States of America, having its princi-
pal corporate trust office in Seattle, Washington.
RECITALS
A. The City and the State of Alaska (the "State"),
have entered into an Agreement of Lease, dated as of October
1, 1985, (the "Lease") providing for the construction of a
correctional facility on the premises described on Exhibit A
attached hereto (the "Project") under which the State is
required to pay rent to the City at the times and in the
amounts set forth in the Lease.
B. In order to provide financing of the Project,
participations in the right to receive rent evidenced by
certificates of participation in the amount of $45,440,000
enti tled "Spring Creek Correctional Center Lease Certifi-
cates of Participation in Rent 1985 Series A" (the Certifi-
cates") have been sold, issued and delivered.
C. In order to facilitate the issuance of the Certif-
icates, the City assigned its interest and rights under the
Lease to the Trustee, and the Trustee accepted such assign-
ment and the City and the Trustee have entered into a Trust
Indenture and Assignment of Lease dated as of October 1,
1985 (the "Indenture").
D. The City and the State desire at this time to
refund the Certificates, and to effect such refunding by
defeasing the Certificates and authorizing the reassignment
of the Lease as the City may direct.
E. The City and the Trustee each have authority to
enter into this Supplemental Indenture, have duly authorized
its execution and delivery, and through their duly qualified
officers have executed and delivered this Supplemental
Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH,
that Section 13.01 of the Indenture is amended to read as
follows:
Section 13.01. Defeasance. When the principal
interest on all Certificates issued hereunder have
paid, or provision has been made for payment of the
together with all other sums payable hereunder by the
and
been
same,
City,
-5-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
the Trustee's right, title and interest in the [LEASE AND]
the moneys payable thereunder shall thereupon cease and the
Trustee shall release this Indenture [AND THE LEASE] in
respect thereto and shall execute such documents to evidence
such release as may be reasonably required by the City and
shall turn over to the State or its assigns all balances
then held by it hereunder not required for the payment of
the Certificates and such other sums.
If such payment or provision therefor has been made
with respect to all the Certificates, [THE INTEREST OF THE
TRUSTEE IN THE LEASE SHALL CEASE, AND] the Trustee shall
take similar action for the release of this Indenture and
reassign the Lease to the City or to such other party as the
City may designate. Without limiting the generality of the
foregoing, provisions for the payment of Certificates shall
be deemed to have been made upon the delivery to the Trustee
of (i) cash in an amount sufficient to make all payments
specified above, or (ii) non-callable obligations issued or
guaranteed by the United States of America, maturing on or
before the date or dates when the payments specified above
shall become due, the principal amount of which and the
interest thereon, when due, is or will be, in the aggregate,
sufficient without reinvestment to make all such payments,
or (iii) any combination of cash and such obligations.
Neither the obligations nor the moneys deposited with the
Trustee pursuant to this Section shall be withdrawn or used
for any purpose other than, and shall be segregated and held
in trust for, the payment of the principal, redemption price
(if any) and interest represented by said Certificates. In
the event that such moneys or obligations are to be applied
to the payment of principal or redemption price of any
Certificates more than 90 days following the deposit thereof
with the Trustee, the Trustee shall send to all
Certificateowners at their registered addresses a notice
stating that such moneys or obligations have been deposited
and identifying the Certificates for the payment of which
such moneys or obligations are being held.
IN WITNESS WHEREOF, the City of Seward, Alaska, has
caused this Supplemental Indenture to be executed by its
City Manager and Rainier National Bank has caused this
Supplemental Indenture to be executed by one of its au-
thorized officers and attested by one of its authorized
officers, all as of the day and year first above written.
-6-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
CITY OF SEWARD, ALASKA
ATTEST:
By:
Title:
Rainier National Bank
By:
Title:
Approved as to Form:
HUGHES, THORSNESS, GANTZ,
POWELL & BRUNDIN, Attorneys
for the City of Seward, Alaska
By:
Fred Arvidson
City Attorney
STATE OF ALASKA
SSe
THIRD JUDICIAL DISTRICT
The
foregoing
day of
instrument was acknowledged before me
, 1987, by
, of the City of Seward, Alaska, on
this
behalf of the City.
Notary Public in and for Alaska
My Commission Expires:
-7-
.
.
.
CITY OF SEWARD, ALASKA
RESOLUTION NO.
STATE OF ALASKA
THIRD JUDICIAL DISTRICT
ss
The
foregoing
day of
instrument was acknowledged before me
, 1987, by
Rainier National Bank, on behalf
this
, of
of the banking association.
APPROVED:
Commissioner of Admin.
Notary Public in and for Alaska
My Commission Expires:
Assistant Attorney General
-8-