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HomeMy WebLinkAboutRes1999-088 I I . Sponsored by: Janke CITY OF SEWARD, ALASKA RESOLUTION 99-088 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING AMENDMENT NO.3 TO THE COOPERATIVE AGREEMENT BETWEEN THE CITY AND THE ALASKA DEPARTMENT OF FISH AND GAME, AND A FOURTH AMENDMENT TO THE AGREE- MENT FOR THE FINANCING, CONSTRUCTION, OPERATION AND MAINTENANCE OF THE ALASKA SEALIFE CENTER BETWEEN THE CITY AND SEWARD ASSOCIATION FOR THE ADVANCEMENT OF MARINE SCIENCE WHEREAS, the City of Seward, Alaska (the "City") is a home rule city and under Section of Article X of the Alaska Constitution may exercise all legislative power not prohibited by law or by the Charter ofthe city, and it has been determined that the matters set forth in this Resolution are not prohibited by law or the Charter; and WHEREAS, on April 28, 1995, the City entered into a Cooperative Agreement with the State of Alaska, Department ofFish and Game ("ADF&G"), for the Construction, Operation and Maintenance of Research infrastructure Improvements at the Alaska Sealife Center in Seward, Alaska; and on April 3, 1997, the City and ADF&G entered into Amendment No.1 to the Cooperative Agreement; and on November 12, 1997, the City and ADF&G entered into Amendment No. 2 to the Cooperative Agreement (said agreement, as so amended, is referred to as the "Cooperative Agreement"); and WHEREAS, on April 28,1995, the City and Seward Association for the Advancement of Marine Science ("SAAMS") entered into an Agreement for Financing, Construction, Operation and Maintenance of the Alaska SeaLife Center; on May 1, 1996, the City Operation and Maintenance of the Alaska SeaLife Center; and on March 26, 1997, the City and SAAMS entered into the Second Amendment to the Agreement for Financing, Construction, Operation and Maintenance of the Alaska SeaLife Center; and on November 6, 1997 the City and SAAMS entered into the Third Amendment to the Agreement for Financing, Construction, Operation and Maintenance of the Alaska SeaLife Center (said agreement, as so amended, is referred to as the "Operating Lease"); and WHEREAS, there is no longer a need for the United States, the Exxon Valdez oil spill Trustee Council (Trustee Council), and the Executive Director of the Trustee Council (Executive Director) to be named as additional loss payees on the All Risk Property Insurance carried by the Alaska SeaLife Center. The parties desire to amend the terms of the Cooperative Agreement to eliminate the United States, the Trustee Council, and the Executive Director as additional loss payees required pursuant to Appendix 9, INSURANCE SCHEDULE of the Cooperative Agreement. CITY OF SEWARD, ALASKA RESOLUTION NO. 99-088 WHEREAS, under the Operating Lease, the City has delegated its responsibilities under the Cooperative Agreement to SAAMS, and it is necessary to amend the Operating Lease to conform to the amended terms ofthe Cooperative Agreement; and WHEREAS, the City considers that these amendments are in the best interest, and will promote the public purposes, ofthe City; and WHEREAS, there have been presented to the City the form of the following documents which the City proposes to enter into: 1. The form of Amendment No. 3 to the Cooperative Agreement, which is entitled "Amendment No. 3 removing the United States, the Trustee Council, and the Executive Director as additional loss payees required pursuant to Appendix No.9 To Cooperative Agreement between the State of Alaska, Alaska Department ofFish and Game, and the City of Seward for the Construction, Operation and Maintenance of Research Infrastructure Improvements at the Alaska SeaLife Center in Seward, Alaska;" and 2. The form ofthe Fourth Amendment to the Operating Lease which is entitled "Fourth Amendment to Agreement For Financing, Lease, Construction, Operation, And Maintenance Ofthe Alaska SeaLife Center;" and WHEREAS, U.S. Bank Trust National Corporation, as Trustee, has received the Second, Third and Fourth Amendments to Agreement for Financing, Lease, Construction, Operation, And Maintenance of the Alaska SeaLife Center for review and approval as required by section 1107 of the Trust Indenture dated May 1, 1996; and WHEREAS, it appears that each of the instruments referred to above, which now is before the City, is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. The form and content of Amendment No.3 to the Cooperative Agreement hereby are in all respects authorized, approved and confirmed, and the City Manager and Acting City Manager each is authorized, empowered and directed to execute and deliver said document to the counter-party for and on behalf of the City in substantially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to him seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of the approval of any and all changes, modifications, additions or deletions therein from the form and content of the said document now before this meeting, and that, from and after the execution and . I I CITY OF SEWARD, ALASKA RESOLUTION NO. 99-088 delivery ofthe said document, the City Manager, Acting City Manager and City Clerk each is 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 other said document as executed. Section 2. The form and content of the Fourth Amendment to the Operating Lease hereby are in all respects authorized, approved and confirmed, and the City Manager and Acting City Manager each is authorized, empowered and directed to execute and deliver said document to the counter-party for and on behalf of the City in substantially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to him seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of the approval of any and all changes, modifications, additions or deletions therein from the form and content of the said document now before this meeting, and that, from and after the execution and delivery ofthe said document, the City Manager, Acting City Manager and City Clerk each is 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 said document as executed. Section 3. The City Manager, Acting City Manager, City Clerk or any other person authorized by the City each hereby is authorized to execute and deliver for and on behalf ofthe City any and all additional certificates, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to implement and carry 6'ut the intent and purposes of this Resolution. Section 4. This Resolution shall take effect immediately upon its adoption ahd approval by the Trustee. PASSED AND APPROVED by the City Council ofthe city of Seward, Alaska, this 28 day ofJune, 1999. THE CITY OF SEWARD, ALASKA ~&~ Lowell R. Satin, Mayor .,. CITY OF SEWARD, ALASKA RESOLUTION NO. 99-088 AYES: NOES: ABSENT: ABSTAIN: Blatchford, Callahan, Gage, King, Orr, Satin, Shafer None None None ATTEST: p,tri~aU ~ City Clerk (City Seal) ~"""'''''''' ~,~~ Of SE~ ~~~ ~....... ....... ~A ~ ~ ~~ "..' OR~.!.:'l"'^~- !IIi (j.. 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