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HomeMy WebLinkAboutRes1985-016 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE ISSUANCE AND SALE OF A SERIES OF ITS INDUSTRIAL DEVELOPMENT BONDS, SERIES 1985A (SEAWAY EXPRESS CORPORATION PROJECT) IN THE AGGREGATE PRINCIPAL AMOUNT OF $10,000,000; APPROVING THE DOCUMENTATION IN CONNECTION WITH THE ISSUANCE AND SALE OF SAID SERIES 1985A BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF SAID SERIES 1985A BONDS; APPOINTING A TRUSTEE; AND PROVIDING FOR OTHER MATTERS RELATING THERETO WHEREAS, the City of Seward, Alaska (the "City), is authorized by its Charter and City Code to issue and sell its nonrecourse industrial development bonds for the purpose of financing the cost of constructing and installing eligible projects as designated by the City Code; and WHEREAS, the City is further authorized to make loans for the purpose of providing permanent financing of all or a part of the project cost of any eligible project upon terms and conditions as the City Council shall deem advisable and not in conflict with the Charter and City Code; and WHEREAS, the City Council adopted a resolution on November 13, 1983, taking official action with respect to the issuance of up to $12,000,000 of its nonrecourse industrial development bonds to provide funds to finance certain marine transshipment facilities within the boundaries of the City (the "Project"), by Seaway Express Corporation, an Alaska corporation (the "Company"); and WHEREAS, the City of Seward has held an open public hearing on the issuance of up to $10,000,000 of industrial development bonds and the Proj ect on January 7, 1985, pursuant to notice published in the Anchorage Daily News, on December 23, 1984; and WHEREAS, and the Company to of the Proj ect development bonds; it appears to be in the best interests of the City proceed with the financing of a portion of the costs through the issuance of nonrecourse industrial and WHEREAS, Fiser Financial & Investment Services (the "Under- writer"), as identified in the bond purchase contact among the City, the Company and the Underwriter, has offered to purchase said industrial development bonds in an aggregate principal amount of up to $12,000,000 (the "Bonds"), to be issued in one or more series; and WHEREAS, the Underwriter has agreed to purchase a series of Bonds to be designated as Industrial Development Bonds, Series 1985A (Seaway Express Corporation Project), in the principal amount of $10,000,000 (the "Series 1985A Bonds"); and -1- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-16 WHEREAS, forms for the following documents relating to the Bonds and the loan of Series 1985A Bond proceeds have been prepared and submitted to the City: (a) Loan Agreement (the "Loan Agreement"), to be dated as of January 1, 1985, proposed to be made and entered into between the City and the Company; (b) Indenture of Trust (the "Indenture"), to be dated as of January 1, 1985, proposed to be made and entered into by and between the City and Seattle-First National Bank as trustee (the "Trustee"), authorized in the issuance of and setting forth the terms and conditions of all Bonds to be issued hereinunder, including the Series 1985A Bonds, assigning the City's interest in the Loan Agreement and other security documents described therein, and setting forth the proposed recitals, covenants and agreements of the parties with respect thereto; (c) An irrevocable Letter of Credit (the "Letter of Credit") to be issued by California Federal Savings and Loan Association (the "Credit Issuer"), to secure the payment of principal of and up to 210 days of interest on the Bonds; (d) A Surety Bond (the "Surety Bond"), Industrial Indemnity Company, to secure the Credit Issuer under the Letter of Credit; to be issued by performance of the (e) Bond Purchase Contract (the "Bond Purchase Contract") to be dated as of January 28, 1985, between and among the Underwriter, the Company and the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. finds as follows: Findings of the City. The City Council hereby (a) The Project comprises real and personal properties which are deemed to be an eligible project contemplated by and qualified under the Charter and City Code for nonrecourse industrial development bond financing; (b) The financing to the proj ect, the issuance and sale of the Series 1985A Bonds, the execution and delivery of the Loan Agreement, the Indenture, and the Bond Purchase Contract in the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture and the Bond Purchase Contract and of all other acts and things required under the Charter and City Code, ordinances and resolutions of the City to make the Loan Agreement, the Indenture, the Bond -2- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-16 Purchase Contract and the Series 1985A Bonds valid and binding, limited obligations of the City in accordance with their terms, respectively are authorized by the Charter and City Code; and (c) The issuance and sale of the Series 1985A Bonds and the loan of the Bond proceeds by the City to the Company to pay a portion of the cost of the Project are in conformity with and satisfy the guidelines of the City with respect to eligible proj ects and nonrecourse industrial development bonds under the Charter and the City Code. Section 2. Authorization and Approval of the Project, Loan Agreement and Indenture. The City is hereby authorized to lend the proceeds of the Series 1985A Bonds to the Company to pay a portion of the costs of the Project and to pledge and assign the loan repayments and revenues therefrom and its interest in the Loan Agreement, the Surety Bond, the Letter of Credit and all other security provided by or on behalf of the Company for the purpose of securing the repayment of loan of Series 1985A Bond proceeds, to the Trustee hereinafter appointed, all as provided in the Loan Agreement, the Indenture and the Bond Purchase Contract. The forms of Loan Agreement, Letter of Credit, Surety Bond, Indenture and Bond Purchase Contract are approved subject to such modifications as are deemed appropriate and approved by the City Manager and Bond Counsel for the City, which approval shall be conclusively evidenced by execution and delivery of the Loan Agreement and the Indenture by the City Manager and attestation thereof by the City Clerk and the execution of the Bonds by the signatures of the Mayor and City Clerk. The Loan Agreement is hereby directed to be executed in the name and on behalf of the City by the City Manager and the City Manager's signature attested by the City Clerk, but only to be delivered upon execution thereof by the Company. The Indenture is directed to be executed in the name and on behalf of the City by the City Manager and the City Manager's signature attested by the City Clerk and delivered to the Trustee. Section 3. Authorization of Series 1985A Bonds. In order to defray a portion of the costs of acquiring, constructing, and equipping the Project by the Company, the City does hereby authorize the issuance, sale and delivery of the City of Seward, Alaska, Industrial Development Bonds, Series 1985A (Seaway Express Corporation proj ect) (the "Series 1985A Bonds"), in the aggregate principal amount of $10,000,000 to be issued substantially in the form set forth in the Indenture, pursuant to the terms stated therein and subject to call and redemption at such times and under such circumstances as are set forth in the Indenture and upon the other terms and provisions set forth in the Indenture which the City hereby determines are necessary or desirable to protect the City or increase the marketability of the Series 1985A Bonds. Section 4. Sale of Series 1985A Bonds. The proposal of the Underwriter to purchase the Bonds pursuant to the Bond Purchase Contract -3- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-16 at a price of $9,800,000.00 , plus accrued interest on the Series 1985A bonds from January 28, 1985, to the date of their delivery is hereby accepted. The Bond Purchase Contract shall be executed in the name and on behalf of the City by the City Manager and the City Manager's signature attested by the City Clerk. The Series 1985A Bonds are being offered by the Underwriter for purchase by others pursuant to a Limited Offering Memorandum. The Limited Offering Memorandum substantially in the form submitted to the City Council dated January 24, 1985, as the Preliminary Limited Offering Memorandum is hereby approved. The Underwriter is authorized to use the Preliminary Limited Offering Memorandum in connection with the preliminary offering of the Series 1985A Bonds. The Preliminary Limited Offering Memorandum may be signed by the City Manager. Section 5. Execution and Delivery of the Series 1985A Bonds. The Mayor and City Clerk are authorized and directed to execute Series 1985A Bonds by manual signature pursuant to the Charter and City Code, for and on behalf of the City, the Series 1985A Bonds, all as provided in the Indenture. Upon execution by the City, the Series 1985A Bonds shall be delivered to the Trustee hereinafter named for authentication. The Series 1985A Bonds shall be delivered by the Trustee to the Under- writer upon satisfaction of the conditions specified in the Bond Purchase Contract. Section 6. Appointment of Trustee. Seattle-First National Bank, Seattle, Washington, is hereby designated and appointed as Trustee (the "Trustee") for the Series 1985A Bonds under the Indenture. The City hereby requests and authorizes the Trustee to authenticate and deliver the Series 1985A Bonds upon the terms and conditions set forth in the Indenture, and the City Manager is authorized to execute a formal request to authenticate for and on behalf of the City. Section 7. Further Documents and Certificates. The Mayor, the City Manager and the City Clerk are authorized and directed to execute any and all documents and do any and all things determined necessary in order to effect the accomplishment of the issuance, sale and delivery of the Series 1985A Bonds and to deliver the necessary documents to the proper parties as requested to carry out the intended purpose of this resolution. Ronald A. Garzini, City Manager, is hereby appointed as the Authorized Representative of the City to execute documents on and as of the closing and delivery of the Series 1985A Bonds and thereafter on behalf of the City pursuant to the Indenture. Linda S. Murphy, City Clerk, is hereby appointed as the Alternate Authorl.zed Representative of the City. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 28 day of January , 19 85 -4- . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-16 AYES: NOES: ABSENT: ABSTAIN: ATTEST: . nITY OF SEWARD, ALASKA V_~ ~n DONALD W. CRIPPS, MAYOR Cripps, Hilton, Meehan, Simutis, Williams & Wilson None Gillespie None ;' l (City Seal) APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, Attorneys for the City of Seward, Alaska ~()/~ Fre B. Arvidson, City Attorney -5-