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HomeMy WebLinkAboutRes1990-159 . . . Sponsored by: Schaefermeyer CITY OF SEWARD, ALASKA RESOLUTION NO. 90-159 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $7,300,000 CITY OF SEWARD, ALASKA, REVENUE BONDS, 1990 (ALASKA PACIFIC UNIVERSITY PROJECT); THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND AN AGREEMENT TO ISSUE BONDS AND ASSIGNMENT TO SECURE BONDS; AND AUTHORIZING AND APPROVING RELATED MATTERS WHEREAS, the City of Seward, Alaska (the "City") is authorized by Municipal Code to issue bonds for the purpose of defraying the project costs of any project; and WHEREAS, the City has determined to issue not to exceed $7,300,000 of its Revenue Bonds, 1990 (Alaska Pacific University proj ect) as hereinafter described (the "Bonds") to provide funds to lend to Alaska Pacific University, a nonprofit corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Borrower"); and WHEREAS, the City will lend the proceeds of the Bonds to the Borrower pursuant to a Loan Agreement in connection with the Bonds (the "Loan Agreement" dated as of December 1, 1990, between the Borrower and the City under the terms of which the Borrower will be obligated (i) to pay an amount sufficient to pay when due the principal of, premium, if any, and interest on the Bonds, together with all expenses of the City properly incurred therewith; and (ii) to provide free tuition for four school years to four students graduating from high school in the City during the next four years; and WHEREAS, the Bonds will be issued under and pursuant to and are to be secured by an Agreement to Issue Bonds and Assignment (the "Assignment") dated as of December 1, 1990, by and between the City and Security Pacific Bank, as Purchaser (the "Purchaser"); and WHEREAS, there has been presented to the City the form of the following documents which the City proposes to enter into in connection with the issuance of the Bonds: 1. The form of the Loan Agreement; 2. The form of the Agreement to Issue Bonds and Assignment; 3. The form of the Bonds as set forth in the Agreement to Issue Bonds and Assignment; and . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 90-159 WHEREAS, it appears that each referred to, which are now before the ment for the purpose intended; of the instruments above members of the City instru- NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, as follows: Section 1. That in order to provide funds to lend to the Borrower as set forth in the preceding recitals, the issuance of the Bonds in the principal amount necessary for such purpose, but in no event to exceed $7,300,000 and in substantially the form and content set forth in the Assignment now before this meeting, subject to appropriate insertions and revisions, be and the same hereby are in all respects authorized, approved and confirmed, and the form and content of the Bonds set forth in the Assignment now before this meeting, be and the same here are in all respects authorized, approved and confirmed, and the Mayor and the Manager of the City be and they hereby are authorized, empowered and directed to execute the official seal of the City (manually or by facsimile) and deliver for and on behalf of the City the Bonds to the purchasers thereof. The Bonds do not constitute an indebtedness or other liability of the State of Alaska, or any political subdivision thereof or of the City but shall be payable solely from certain of the payments to be made by the Borrower under the Loan Agreement. The City does not pledge the full faith and credit of the State of Alaska, any political subdivision thereof or of the City to the payment of the Bonds, and the issuance of the Bonds does not directly or contin- gently obligate the State of Alaska, any political subdivision thereof or the City to apply money from, or levy or pledge any form of taxation to, payment of the Bonds. Section 2. That the form and content of the Assignment be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor and the Manager be and they hereby are authorized, empowered and directed to execute and deliver the Assignment for and on behalf of the City to the Purchaser for the security of the Bonds and the interest thereon, including necessary counterparts, in substantially the form and content now before this meeting but with such changes, modifications, additions and deletions therein as shall to them seem necessary, desirable or appropriate, their execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions, or deletions therein from the form and content of the Assignment now before this meeting, and that, from and after the execution and delivery of the Assignment, the Mayor and the Manager are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to -2- . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 90-159 carry out and comply with the provisions of the Assignment as executed. Section 3. That the City enter into the Loan Agreement with the Borrower and the form and content of the Loan Agreement be and the same hereby are in all respects authorized, approved and confirmed, and the Manager be and he hereby is authorized, empowered and directed to execute and deliver the Loan Agreement prior to or simultaneously with the issuance of the Bonds for and on behalf of the City including necessary counterparts, in substantially the form and content now before this meeting but with such changes, modifications , additions or deletions therein as shall to him seem necessary, desirable or appropriate, his execution thereof to constitute conclusive evidence of his approval of any and all changes, modifications, additions or deletions therein from the form and content of the Loan Agreement now before this meeting, and that, from and after the execution and delivery of the Loan Agreement, the Manager is hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement as executed. Section 4. That the Manager is hereby authorized to sell the Bonds pursuant to the terms of the Assignment, to have the Bonds prepared and to execute and authorize the delivery of the Bonds to the purchasers thereof upon receipt of the purchase price there- fore, and the Mayor and the Manager or any other person authorized by the City be and they hereby are authorized to execute and deliver for and on behalf of the 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 out the intent and purposes of this Resolution and the Assignment. Section 5. That this Resolution does hereby incorporate by reference as though fully set out herein the provisions of the documents presented to this meeting. Section 6. That the provisions of this Resolution are hereby declared to be separable and if any action, 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. Section 7. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 20th day of December, 1990. -3- . CITY OF SEWARD, ALASKA RESOLUTION NO. 90-159 AYES: NOES: ABSENT: ABSTAIN: ATTEST: THE CITY OF SEWARD, ALASKA ~~~ William C. Noll, Mayor Noll, Dunham, Hilton, Krasnansky and Sieminski None Burgess and Meehan None . . (City Seal) APPROVED AS TO FORM: Perkins Coie, Attorneys for the City of Seward, Alaska (jWdi\ JJ;;;.<4- Fr d B. Arvidson City Attorney -4-