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HomeMy WebLinkAboutRes1985-023 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-23 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE ISSUANCE AND SALE OF AN ADDITIONAL SERIES OF ITS INDUSTRIAL DEVELOPMENT BONDS, SERIES 1985B (SEAWAY EXPRESS CORPORATION PROJECT) IN THE AGGREGATE PRINCIPAL AMOUNT OF $12,000,000; APPROVING THE DOCUMENTA- TION IN CONNECTION WITH THE ISSUANCE AND SALE OF SAID SERIES 1985B BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF SAID SERIES 1985B 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 devel- opment revenue 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 revenue bonds to provide funds to finance certain marine transship- ment facilities within the boundaries of the City (the "Project"), by Seaway Express Corporation, an Alaska corporation (the "Company"); and WHEREAS, pursuant to Resolution No. 1985-16 (the "Series A Bond Resolution") and an Indenture of Trust (the "Indenture") dated as of January 1, 1985 between the City and Seattle-First National Bank, as Trustee (the "Trus- tee"), the City has heretofore authorized, issued and sold an issue of Indus- trial Development Bonds, Series 1985A (Seaway Express Corporation Project) in the aggregate principal amount of $10,000,000 (the "Series 1985 Bonds"); and WHEREAS, the proceeds of the Series 1985A Bonds were loaned to the Company pursuant to a Loan Agreement dated as of January 1, 1985 (the "Loan Agreement") which Loan Agreement provided that the Company would make loan payments in an amount sufficient to pay the principal of and interest on the Series 1985A Bonds and any additional Bonds which may thereafter be issued under the Indenture; and WHEREAS, the repayment of the Series 1985A Bonds and any subsequent issued bonds under the Indenture was secured by an irrevocable Letter of Credit (the "Letter of Credit") issued by California Federal Savings and Loan Associa- tion ("the Credit Issuer") in the maximum stated principal amount of $12,000,000 and up to 210 days of interest thereon; and . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-23 WHEREAS, the performance of the Credit Issuer under the Letter of Credit was secured by a Surety Bond (the "Surety Bond") issued by Industrial Indemnity Company, on January 31, 1985; and WHEREAS, Fiser Financial & Investment Services (the "Underwriter"), as identified in a Bond Purchase Contract (the "Bond Purchase Contract") dated January 28, 1985, among the City, the Company and the Underwriter, has offered to purchase said additional series of industrial development bonds; and WHEREAS, the City Council has held an open public hearing on the issuance of up to $ 2,000,000 of additional industrial development bonds for the Project on February 15 1985, pursuant to notice published in the Seward-Phoenix Log on January 31, 1985; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, as follows: Section 1. Findings of the City. The City Council hereby reconfirms the following findings of Resolution No. 85-16: (a) The Proj ect 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 of the Proj ect, the issuance and sale of the Series 1985B Bonds on the Closing Date (hereinafter defined), the execution and delivery on January 31, 1985 of the Loan Agreement, the Indenture, and the Bond Purchase Contract and 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 Purchase Contract and the Series 1985B 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 1985B Bonds and the loan of the Series 1985B 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 projects and nonrecourse industrial development bonds under the Charter and the City Code. Section 2. Ratification and Approval of the Project, Loan Agreement and Indenture. The City is hereby authorized to lend the proceeds of the Series 1985B Bonds to the Company to pay an additional 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 1985B Bond proceeds, to the Trustee -2- CMW1242 85/02/12 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 85-23 all as provided in the Loan Agreement, the Indenture and the Bond Purchase Contract. The Loan Agreement, Letter of Credit, Surety Bond, Indenture and Bond Purchase Contract as executed and delivered on January 31, 1985 to be effective as of their dates, respectively, are hereby ratified and approved. Section 3. Authorization of Series 1985B Bonds. In order to defray a portion of the costs of acquiring, constructing, and equipping the Project not previously paid or reimbursed by the proceeds of the Series 1985A Bonds, the City does hereby authorize the issuance, sale and delivery of the City of Seward, Alaska, Industrial Development Bonds, Series 1985B (Seaway Express Corporation Project) (the "Series 1985B Bonds"), in the aggregate principal amount of $12,000,000 to be issued substantially in the form set forth in the Indenture, pursuant to the terms stated therein and subject to call and redemp- tion at such times and under such circumstances as are set forth in the Inden- ture 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 1985B Bonds. Section 4. Sale of Series 1985B Bonds. The City hereby accepts the proposal of the Underwriter to purchase the Series 1985B Bonds pursuant to the Bond Purchase Contract at a price of $ 1,960,OOO.Op plus accrued interest on the Series 1985B Bonds from January 28, 1985 to the date of their initial delivery to the Underwriter (the "Closing Date"). 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 1985B 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 dated January 24, 1985 and submitted to the City Council 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 1985B Bonds and to deliver a final Limited Offering Memorandum to the initial purchasers of the Series 1985B Bonds from the Underwriter. Section 5. Execution and Delivery of the Series 1985B Bonds. The Mayor and City Clerk are authorized and directed to execute the Series 1985B Bonds by manual signature pursuant to the Charter and City Code, for and on behalf of the City, all as provided in the Indenture. Upon execution by the City, the Series 1985B Bonds shall be delivered to the Trustee for authenti- cation. The Series 1985B Bonds shall be delivered by the Trustee to the Underwriter 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 "Trus- tee") for the Series 1985B Bonds under the Indenture. The City hereby requests and authorizes the Trustee to authenticate and deliver the Series 1985B 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. -3- CMW1242 85/02/12 . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO 85-23 StecLlun 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 1985B 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 Authorized Representative of the City. Section 8. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 15 th day of February , 19 85 Q:;;{J;ASKA DONALD W. CRIPPS, MAYOR AYES: NOES: ABSENT: ABSTAIN: CRIPPS, GILLESPIE, SIMUTIS, WILLIAMS, WILSON None HIL TON, MEEHAN None ATTEST: APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, At torneys for the City of Seward, Alaska ~cU.t' l-,~, I+-kJ ht:~ ,(:::JFr>Vf-<\ -Linda-'~ Murphy, City Clerk 1 7~ flI~ Fred B. Arvidson, City Attorney (City Seal) -4-