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HomeMy WebLinkAboutRes1984-076 . . . e e CITY OF SEWARD, ALASKA RESOLUTION NO. 84-76 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BY AND BE- TWEEN THE CITY AND SUNEEL ALASKA CORPORATION; THE ISSUANCE AND SALE OF $12,000,000 CITY OF SEWARD REVENUE BONDS, 1984 (SUNEEL ALASKA CORPORATION - 1984 PROJECT); THE EXECUTION AND DELIVERY OF A TRUST INDENTURE TO SECURE SAID BONDS; AND RELATED MATTERS. WHEREAS, the City of Seward, Alaska (the "City") is a home rule city and under Section 11 of Article 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 intends to authorize the issuance of revenue bonds to finance the acquisition and construction of docks, wharves and other marine terminal facilities in the City; and WHEREAS, Suneel Alaska Corporation, a duly organized and existing Alaska corporation (the "Borrower"), intends to con- struct and purchase the equipment for a coal trans-shipment facility as part of the Port of Seward at Seward, Alaska (the "Project"), and to own the Project; and . . . e e CITY OF SEWARD, ALASKA RESOLUTION NO. 84-70 Page 2. WHEREAS, the Borrower has requested the City to issue and sell its revenue bonds for the purpose of paying all or a portion of the cost of the Project; and WHEREAS, the City considers that the acquisition, pur- chase, construction and equipping of the Project and the financ- ing of the same will promote the public purposes of the City; and WHEREAS, it is considered essential that acquisition and construction of the Project be completed at the earliest practicable date, but at the same time, the Borrower does not wish to acquire and construct the Project unless proceeds from the sale of revenue bonds of the City in an amount necessary to pay all or a portion of the cost of the Project will be made available to finance the Project; and WHEREAS, the City has determined to issue $12,000,000 Revenue Bonds, 1984 (Suneel Alaska Corporation - 1984 Project) as hereinafter described (the "Bonds") to provide funds to con- struct, acquire and equip the Project; and WHEREAS, the City will loan the proceeds of the Bonds to the Borrower pursuant to a Loan Agreement dated as of June 29, 1984 between the Borrower and the City under the terms of which the Borrower will be obligated to pay an amount sufficient to pay when due the principal of, premium, if any, and interest on the Bonds, together with the Purchaser's fees and expenses, and all expenses of the City properly incurred therewith; and . . . ~ - CITY OF SEWARD, ALASKA RESOLUTION NO. 84-7b Page 3. WHEREAS, the Bonds hereinafter described will be issued under and pursuant to and are to be secured by a Trust Indenture dated as of June 29, 1984 by and between the City and National Bank of Alaska, as Trustee; and WHEREAS, necessary arrangements have been made for the sale of the Bonds on a private placement basis to Chemical Bank (the "Purchaser") for the Purchaser's own account; and WHEREAS, a hearing on the Project and bond issue will be conducted pursuant to Section 103(k)(2)(B) of the Internal Revenue Code of 1954, as amended, after being properly noticed; and WHEREAS, the record of said hearing will be forwarded to the Mayor of Seward for his review and approval pursuant to Section l03(k)(2)(B); 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 proposed revenue bonds: 1. The form of the Loan Agreement (the "Agree- ment") between the City and the Borrower; 2. The form of the Note (the "Note") of the Bor- rower; 3. The form of the Trust Indenture (the "Indenture") between the City and the Trustee; . . . - e CITY OF SEWARD, ALASKA RESOLUTION NO. 84-7b Page 4. 4. The form of the Bond Purchase Agreement (the "Bond Purchase Agreement") between the City and the Purchas- er, the terms and provisions of which have been accepted and approved by the Borrower relating to the issuance and sale of the Bonds; and 5. The form of the Bonds as set forth in the Indenture; WHEREAS, it appears that each of the instruments above referred to, which are now before the City, is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY, AS FOLLOWS: Section 1. That in order to provide funds to finance the cost of acquiring, improving, constructing and equipping the Project, the issuance of the Bonds in the principal amount and in substantially the form and content set forth in the Indenture now before this meeting, subject to appropriate insertions and revi- sions, be and the same hereby is in all respects authorized, approved and confirmed, and the form and content of the Bonds set forth in the Indenture now before this meeting, be and the same hereby is in all respects authorized, approved and confirmed, and the Mayor, Manager or Assistant City Manager be and each hereby . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-7~ Page 5. is authorized, empowered and directed to execute the Bonds, whether by manual or facsimile signatures, seal with the official seal of the City (manually or by facsimile) and the provisions of the Indenture with respect to the Bonds be and the same hereby are authorized, approved and confirmed and are incorporated here- in by reference. The Bonds shall never constitute an indebtedness or other liability of the City or any political subdivision thereof, but shall be payable solely from certain of the payments to be made by the Borrower under the Agreement. The City does not. pledge the full faith and credit of the City or any political subdivision thereof to the payment of the Bonds and the issuance of the Bonds does not directly or contingently obligate the City or any political subdivision thereof 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 Indenture and the assignment of the City's interest in the Agreement be and the same hereby are in all respects authorized, approved and con- firmed, and the Mayor, Manager or Assistant City Manager be and each hereby is authorized, empowered and directed to execute and deliver the Indenture for and on behalf of the City to the Trus- tee for the security of the Bonds and the interest thereon, in- eluding necessary counterparts, in substantially the form and content now before this meeting but with such changes, modifica- . . . - e CITY OF SEWARD, ALASKA RESOLUTION NO. 84-7b Page 6. tions, additions and deletions therein from the form and content of the Indenture now before this meeting, and that, from and after the execution and delivery of the Indenture, the Mayor, Manager, Assistant City Manager or City Clerk are hereby autho- rized, 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 Indenture as executed. Section 3. That the City enter into the Agreement with respect to the Project, and the form and content of the Agreement be and the same hereby is in all respects authorized, approved and confirmed and the Mayor, Manager or Assistant City Manager be and each hereby is authorized, empowered and directed to execute and deliver the Agreement prior to or simultaneous with the issu- ance of the Bonds for and on behalf of the City, including neces- sary counterparts, in substantially the form and content now be- fore this meeting but with such changes, modifications, additions or 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 thereon from the form and content of the Agreement now before this meeting, and that, from and after the execution and delivery of the Agreement, the Mayor, Manager or Assistant City Manager are hereby authorized, empowered and directed to do all such acts and things to execute all documents . . . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-7~ Page 7. as may be necessary to carry out and comply with the provisions of the Agreement as executed. Section 4. That the form and content of the Note be and the same hereby are in all respects authorized, approved and confirmed in substantially the form and content now before this meeting but with such changes, modifications, additions or dele- tions therein as shall to the Mayor, Manager or Assistant City Manager seem necessary, desirable or appropriate. Section 5. That the sale of the Bonds to the Purchaser pursuant to the Bond Purchase Agreement at the purchase price stated therein, is hereby authorized, approved and confirmed and the form and content of the Bond Purchase Agreement be and the same hereby is in all respects authorized, approved and confirm- ed, and the Mayor, Manager or Assistant City Manager be and each hereby is authorized, empowered and directed to execute and de- liver to the Purchaser the Bond Purchase Agreement for and on be- half of the City, including necessary counterparts, in substan- tially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to them seem necessary, desirable or appropriate, his execution thereof to constitute conclusive evidence of his approval of any and all changes, modifications, additions or deletions thereon from the form and content of the Bond Purchase Agreement now be- fore this meeting, and that, from and after the execution and de- . . . e . CITY OF SEWARD, ALASKA RESOLUTION NO. 84-7~ Page 8. livery of the Bond Purchase Agreement, the Mayor, Manager, Assis- tant City Manager and the Clerk of the City are hereby authoriz- ed, empowered and directed 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 Bond Purchase Agreement as executed. Section 6. That the Mayor, Manager, Assistant City Manager and the Clerk of the City or any other person authorized by the City be and each hereby is authorized to execute and de- liver for and on behalf of the Authority 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 Resolu- tion. Section 7. That this Resolution does hereby incorpor- ate by reference as though fully set out herein the provisions of the Act and the documents presented to this meeting. Section 8. 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 9. The Impact Aid Payment authorized pursuant to Section 10-20(0) of the City Code (Ordinance No. 526) is here- by fixed at 1/2% on first $1,000,000; 1/4% on next $4,000,000; ~ e CITY OF SEWARD, ALASKA RESOLUTION NO. 84-70 Page 9. . 1/8% on next $10,000,000; and 1/20% on allover $15,000,000. This schedule will result in a fee of $23,750 for the Bonds. In addition the Borrower shall pay all out-of-pocket expenses of the City, its bond counsel and financial advisor which are incident to the transaction. $15,000 as a deposit against said expenses is payable on the date hereof and the balance on delivery of the Bonds. Section 10. That this Resolution shall become effec- tive upon the effective date of Ordinance No. 526. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 26th day of June, 1984. . r. CtTY OF SEWARD, ALASKA : ~I :. -) 1 ~~tIJ r DONALD W. CRIP~ ,~YOR AYES: NOES: ABSENT: ABSTAIN: Cripps, Gillespie, Hilton, Meehan, Swartz, Williams, Wilson None None None ATTEST: APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL AND BRUNDIN, Attorneys for the City of Seward, Alaska r;;z . A f1f C~~ Fred B. Arvidson, City Attorney . (City Seal)