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HomeMy WebLinkAboutRes1987-025 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-025 (SUBSTITUTE) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING THE DISPOSITION OF REAL PROPERTY OF THE CITY OF SEWARD KNOWN AS THE SPRING CREEK CORREC- TIONAL FACILITY SITE; AUTHORIZING THE EXECUTION OF AN AMENDMENT OF LEASE AND OF A NEW AGREEMENT OF LEASE OF SAID REAL PROPER- TY BY AND BETWEEN THE CITY AND THE STATE OF ALASKA AND AN ASSIGNMENT OF SAID NEW LEASE; AND ALSO AUTHORIZING A FIRST SUPPLEMENTAL TRUST INDENTURE AND ASSIGNMENT OF LEASE, A CONSTRUCTION ESCROW AGREEMENT AND A CERTI- FICATE ESCROW AGREEMENT; AND PROVIDING FOR RELATED MATTERS. WHEREAS, the City of Seward, Alaska (the "City"), is a home rule city and under Section 11 of Article of X of the Alaska Constitution may exercise all legislative power not prohibited by law or by the Charter of the City, and it has been determined that the matters set forth in this Resolution are not prohibited by law or the Charter; and WHEREAS, the City is the owner of certain premises known as the Spring Creek Correctional Center (the "Project") more particularly described in an Agreement of Lease between the City and the State of Alaska (the "State") dated as of October 1, 1985 (the "Old Lease"); WHEREAS, the City assigned the Old Lease for the benefit of owners of Certificates of Participation in Rent to Rainier National Bank as Trustee under a Trust Indenture and Assignment of Lease dated as of October 1, 1985 (the . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-025 (SUBSTITUTE) Page 2. "Indenture") for the purpose of financing construction of the Project; WHEREAS, the state may achieve a savings ~n rent payments by advance refunding the Certificates and refinancing the Project, and the City has consented to such a refinancing; WHEREAS, the City considers that the construction, equipping and leasing to the State of the Project and the refinancing of the same is in the best interest, and will promote the public purposes, of the City; WHEREAS, such refinancing requires a First Amendment to Agreement of Lease which amends the Old Lease, a new Agree- ment of Lease between the City and the State (the "New Lease"), an Assignment and Security Agreement among the City, the State and Ford Motor Credit Company assigning the New Lease and certain funds to Ford Motor Credit Company, a First Supp1e- mental Trust Indenture and Assignment of Lease which amends the Indenture, a Certificate Escrow Agreement among the City, the State and Rainier National Bank as Escrow Agent, and a Con- struction Escrow Agreement among the City, the State and Rainier National Bank as Escrow Agent; WHEREAS, the State is legally authorized to enter the New Lease, and the Alaska Legislature has stated its intention to appropriate lease payments for the lease of the Project, when constructed by the City, to the State of Alaska under A7905FSL CITY OF SEWARD, ALASKA RESOLUTION NO. 87-025 (SUBSTITUTE) Page 3. various enactments of the First Session of the Fourteenth Alaska Legislature; WHEREAS, there have been presented to the City the form of the following documents which the City proposes to enter into in connection with the refinancing of the Project: 1. The form of the New Lease which is entitled Agreement of Lease between the City and the State of Alaska (the "New Lease"); 2. The form of First Amendment to Agreement of Lease between the City and the State of Alaska (the "Amendment of Lease") ; 3. The form of Assignment of Lease and Secur- ity Agreement among the City, the State and Ford Motor Credit Company (the "Assignment") 4. The form of First Supplemental Trust Indenture and Assignment of Lease between the City and Rainier National Bank (the "Supplemental Indenture"); 5. The form of Construction Escrow Agreement among the City, the State and Rainier National Bank (the "Construction Escrow Agreement"); and 6. The form of the Certificate Escrow Agree- ment among the City, the State and Rainier National Bank (the "C~rtificate Escrow Agreement"); WHEREAS, it appears that each of the instruments above referred to, which are now before the City, is in A7905FSL . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-025 (SUBSTITUTE) Page 5. Section 3. That the disposition of an interest in the Property by negotiation to Ford Motor Credit Company under the Assignment will serve the public interest and is hereby approved. Section 4. That the public interest will not be served by an appraisal of the interests in real property whose disposal is approved by this Resolution, and such appraisals are hereby waived. Section 5. That the form and content of the New Lease, Amendment of Lease, Assignment, Supplemental Indenture, Construction Escrow Agreement and Certificate Escrow Agreement be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor, Manager or Deputy City Manager be and each hereby is authorized, empowered and directed to execute and deliver each said document to the counterparty 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 them seem neces- sary, 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 this meeting, and that, from and after the execution and delivery of the said documents, the Mayor, Manager, Deputy City Manager and the Clerk of the City are hereby authorized, empowered and directed A7905FSL . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-025 (SUBSTITUTE) Page 6. 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 documents as executed. Section 6. That the Mayor, Manager, Deputy City Manager and the Clerk of the City or any other person author- ized by the City be and each hereby is authorized to execute and deliver for and on behalf of the City any and all addi- tional certificates, documents, opinions or other papers and perform all other acts as they may deem necessary or appro- priate in order to implement and carry out the intent and purposes of this Resolution. Section 7. 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 of the sections, phrases or provisions. Section 8. That upon adoption of this Resolution, the Clerk of the City shall cause a true copy of same to be posted for at least thirty days on the City Hall and Post Office bulletin boards, as provided in Seward City Code Section 2-83. Section 9. That this Resolution shall become effective thirty days after passage and posting in accordance with Seward City Code Section 2-83. A7905FSL . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-025 (SUBSTITUTE) Page 7. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 27th day of April, 1987. THE CITY OF SEWARD, ALASKA ~c:.~..4. M or AYES: NOES: ABSENT: ABSTAIN: BOOHER, GIESELER, HILTON, MEEHAN, NOLL & SIMUTIS NONE DUNHAM NONE ATTEST: APPROVED AS TO FORM: ~fl/~~~ City Attorney (City Seal) A7905FSL