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HomeMy WebLinkAboutRes1998-079 I I I Sponsored by: Janke CITY OF SEWARD, ALASKA RESOLUTION NO. 98-079 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING THE REFINANCING OF THE SPRING CREEK CORRECTIONAL FACILITY BY THE STATE OF ALASKA BY AMENDING AND RESTATING THE LEASE AGREEMENT AND ASSIGNING THE SAME TO A TRUSTEE PURSUANT TO AN AMENDED AND RESTATED FACILITY LEASE AND TRUST AGREEMENT AND PROVIDING FOR RELATED MATTERS WHEREAS, the State of Alaska (the "State") and the City of Seward, Alaska (the "City") entered into an Agreement of Lease, dated as of October 1, 1985 (the" 1985 Lease"), providing for the construction of a correctional facility located in Seward, Alaska, commonly known as the Spring Creek Correctional Facility (the "Project"); and WHEREAS, the terms of the 1985 Lease provide for the State to pay rent to the City at the times and in the amounts as specified in the Lease; and WHEREAS, the City assigned its rights under the 1985 Lease to Rainier National Bank as trustee pursuant to the terms of a Trust Indenture and Assignment of Lease dated as of October 1, 1985 (the "1985 Indenture"); and WHEREAS, certificates of participation in the 1985 Lease (the "COPs") evidencing the right to receive payments from the State pursuant to the 1985 Lease were sold; and WHEREAS, the City and the State effected the defeasance of the COPs under the terms and conditions of a First Supplemental Trust Indenture and Assignment of Lease, dated as of May 28,1987 (the "1987 Indenture"), by entering into a new Agreement of Lease, dated May 28, 1987 (the "1987 Lease"), and assigning the City's interest in the Refinancing Lease for value; and WHEREAS, Ford Motor Credit Company ("FMCC") purchased the City's interest in the 1987 Lease pursuant to the Assignment of Lease and Security Agreement, dated May 28, 1987 (the "1987 Assignment"); and WHEREAS, FMCC agreed to an amendment to the 1987 Lease on December 21, 1993 reducing the rentals payable thereunder; and WHEREAS, the Project can now be refinanced through the issuance of refunding certificates of participation, by executing a Deed (the "Deed") and an Amended and Restated Facility Lease and Trust Agreement (the "1998 Facility Lease and Trust Agreement") and such execution will be viewed under federal tax law as a refinancing and will generate present value CITY OF SEWARD, ALASKA RESOLUTION NO. 98-079 savings and lower lease payments for the benefit ofthe State of Alaska; and WHEREAS, Alaska Statutes 36.30.080 authorizes the State to refinance lease purchase obligations without legislative approval; and WHEREAS, the State Bond Committee of the State of Alaska has by resolution passed June 12, 1998, attached hereto as Exhibit A, approved the refinancing of the Project (the "State Resolution"); and WHEREAS, the City is agreeable to refinancing the existing financing of the Project by executing the Deed and the 1998 Facility Lease and Trust Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, as follows: Section 1. That the refinancing of the Project by the 1998 Facility Lease and Trust Agreement will serve the public interest and is hereby approved in accordance with the terms set forth in the State Resolution; provided that all costs and expenses of the refinancing, including but not limited to any transferred proceeds penalty, shall be the responsibility of the State and further provided that all expenses incurred by the City in the refinancing shall be the responsibility of the State. The City shall not be liable or responsible for the payment of any rent or other amounts under the 1998 Facility Lease and Trust Agreement nor shall it have any liability or responsibility with respect to any certificates of participation issued thereunder. Upon payment of all amounts due under the 1998 Facility Lease and Trust Agreement, title to the Project shall be delivered to the State. The City shall execute a deed in favor of the State and deliver the same to the Trustee under the 1998 Facility Lease and Trust Agreement, to be recorded by the Trustee upon satisfaction of all obligations by the State under the Facility Lease and Trust Agreement. Section 2. That the form and content of the Deed and the 1998 Facility Lease and Trust Agreement, attached hereto as Exhibits Band C respectively, be and the same hereby are in all respects authorized, approved and confirmed, and the Manager or Assistant City Manager and Finance Director by and each hereby is authorized, empowered and directed to execute and deliver each said document to the counterparty for and on behalf ofthe City 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, 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 documents now before the meeting, and that, from and after the execution and delivery of the said documents, the Manager, Assistant City Manager, Finance Director and the Clerk ofthe City are hereby authorized, empowered and directed to do all such acts and things to execute all documents as may be necessary to carry out I I I CITY OF SEWARD, ALASKA RESOLUTION NO. 98-079 and comply with the provisions of the documents as executed. Section 3. That the Manager, Assistant City Manager, Finance Director 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 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. Section 4. That 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 ofthe sections, phrases or provisions. Section 5. That this resolution shall become effective immediately upon its adoption. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 13th day ofJuly, 1998. THE CITY OF SEWARD, ALASKA / ---7 .~" ~ (-.,.~ ~u;tt!/c.- \ ~t i-7L ,I Lowell R. Satin, Mayor AYES: NOES: ABSENT: ABSTAIN: Blatchford, Callahan, Clark, Gage, King, Orr, Satin None None None ATTEST: APPROVED AS TO FORM: Wohlforth, Argetsinger, Johnson & Brecht, Attorneys for the City of Seward, Alaska '. ~//c{ Patrick Reilly / Cit Clp...\'......J..i, y ;<P~ OF !:!r:::1 J>.t.t ~... ..too{ '"" !1' .~ ~..~, ......... ~^ '- (CiI ~r?o~Po~):-.:.~ '\ .. .~ --~. .. =! ...-'" :: 5 · i SkJ.l\L :" = .. . : .. ~ ~ -.- : - ~ ..~ .-:: -:.. dl.. ".~"'l:.' ,\""~"'" ~ "..""~ ..".. 1 ~.. ...L' :fill; "'li". '""'),,,).,, ...ul... to....,....~..", ~..')'" ',.." ..'"~, ""'" .'\\.,P' fI'..' ,......;,'.....\.,)~.... n , ~...:... '.:uull';'\'