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Home My WebLink AboutRes1996-047 , , , Sponsored by: Klinkner CITY OF SEWARD, ALASKA RESOLUTION NO. 96-047 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $17,500,000 REVENUE BONDS, 1996 (ALASKA SEALIFE CENTER PROJECT); THE EXECUTION AND DELIVERY OF A TRUST INDENTURE AND LOAN AGREEMENT TO SECURE THE BONDS; THE EXECUTION OF A BOND PURCHASE CONTRACT; AND PROVIDING FOR 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 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, Seward Association for the Advancement of Marine Science (the "Borrower") proposed to construct the Alaska SeaLife Center (the "Project") in the City and the Borrower has requested that the City issue its not to exceed $17,500,000 Revenue Bonds, 1996 (Alaska SeaLife Center Project) (the "Bonds") to provide funds to finance the construction and acquisition of the Project; and WHEREAS, the City finds that the construction and acquisition of the Project by the Borrower, and the financing of the same through non-recourse revenue bonds issued by the City, is in the best interest, and will promote the public purposes, of the City; and WHEREAS, the City will loan the proceeds of the Bonds to the Borrower pursuant to a Loan Agreement (the "Loan Agreement") 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 all expenses of the City property incurred therewith; and WHEREAS, the Bonds will be issued under and pursuant to and are to be secured by a Trust Indenture (the "Indenture") between the City and First Trust Washington, as trustee; and WHEREAS, the City will sell the Bonds to Cambridge Partners, L.L.C. (the "Purchaser") pursuant to a Bond Purchase Contract (the "Bond Purchase Contract") among the City, the Borrower and the Purchaser, under the terms of which the Purchaser will purchase the Bonds; and WHEREAS, there have been presented to the City the forms of the following documents which the City proposes to enter into in connection with the issuance ofthe Bonds: CITY OF SEWARD, ALASKA RESOLUTION NO. 96-047 1. The form of the Loan Agreement; 2. The form of the Indenture; and 3. The form of the Bond Purchase Contract; and WHEREAS, it appears that each of the instruments referred to above, which now are before the City, is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, that: Section 1. In order to provide funds to finance the construction and acquisition of the Alaska SeaLife Center by the Seward Association for the Advancement of Marine Science, the issuance and delivery of the Bonds in the principal amount necessary for such purpose, but in no event to exceed $17,500,000, and in substantially the form and content set forth in the Indenture now before this meeting, subject to appropriate insertions and revisions, hereby are in all respects authorized, approved and confirmed, and the form of the Bonds set forth in the Indenture now before this meeting are in all respects authorized, approved and confirmed, and the Mayor and Vice Mayor, and the Clerk and Deputy Clerk of the City hereby are authorized, empowered and directed to execute the Bonds (either by manual or facsimile signature), seal the Bonds with the official seal of the City (manually or by facsimile), and deliver the Bonds on behalf of the City to the Purchaser. The Bonds do not constitute an indebtedness or other liability of the City, but shall be payable solely from payments to be made by the Borrower under the Loan Agreement. Neither the faith and credit nor the taxing power of the City shall be pledged to the payment of the Bonds. Section 2. The aggregate principal amount of the Bonds, the principal amount of each maturity and sinking fund installment of the Bonds, and the interest rates on the Bonds shall be fixed and determined by the City Manager at the time of execution of the Bond Purchase Contract; provided that the true interest cost of the Bonds shall not exceed 8.5 %. Section 3. The form and content of the Loan Agreement and the Indenture hereby are in all respects authorized, approved and confirmed, and the City Manager hereby is authorized, empowered and directed to execute and deliver to the counter parties each said document 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 him seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of 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 from and after the execution and delivery of the said documents, the City Manager and Clerk each hereby is authorized, empowered and directed to do all acts and things and to execute all documents as may be necessary to carry out and comply with the provisions of the said documents executed. r , , CITY OF SEWARD, ALASKA RESOLUTION NO. 96-047 Section 4. The form and content of the Bond Purchase contract hereby are in all respects authorized, approved and confirmed, and the City Manager hereby is authorized, empowered and directed to execute and deliver the Bond Purchase Contract on behalf of the City, in substantially the form and content now before this meeting but with such changes, modifications, additions or deletions therein as shall to him seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of approval of any and all changes, modifications, additionas or deletions therein from the form and content of the Bond Purchase Contract now before this meeting, and from and after the execution ofthe Bond Purchase Contract, the City Manager and Clerk each hereby is authorized, empowered and directed to do all acts and things and to execute all docmnents as may be necessary to carry out and comply with the provisions of the Bond Purchase Contract as executed. Section 5. The City Manager, Deputy City Manager, Finance Director, Clerk and Deputy Clerk or any other person authorized by the City each hereby is authorized to execute and deliver for and on behalf of the City any and all additional certificates, docmnents, opinions or other papers and perform all other acts as they may deem necessary or appropraiate in order to implement and carry out the intent and purposes of this resolution. Section 6. The provisions of this resolution hereby are declared to be separable, and if any section, phrase or provision hereof 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 hereof. Section 7. Upon adoption of this resolution, the Clerk shall cause a true copy of the same to be posted on the City Hall bulletin Board and notice of the same to be published as provided in Seward City Code S2.15.035.D. Section 8. This resolution shall become effective upon passage and approval in accordance with Seward City Code g2.l5.050.C. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 8th day of April, 1996. THE CITY OF SEWARD, ALASKA CITY OF SEWARD, ALASKA RESOLUTION NO. 96-047 AYES: NOES: ABSENT: ABSTAIN: Anderson, Bencardino, Crane, Deeter, Keil, King, Sieminski None None None ATTEST: urp y, C Ci\);,O "'11 ~""\.\..3 ('.'i: lf~~,t:':'/,,,,,/'I>.t'"; .... ~-t~,' ....~,.._ '..' '/', ~..~. ~ ~i",';..c;:rehF\.!, .-::. ; " :' ~.~,,:,~.,J..:1 en) _ " "" \;~ ~ "'i>~ ',-<.. '\,1" :: ~', ~ rOo ~ei " ;,~ ;0.'1 ~ P. "." ~~~\ . {.,. \ l 11'~ .....,.. t~. (' ,,:,. l ......VAI_ ~t,." 'd" .. ," '.'r" 1 ~ ',.,' ~.. ~')...,::.'"':.."l...s~ ,",-" ,A ....;/ .t, Ft..." ,_ ,. \, \",~ . ...:;.~/4.... V.... .,,', " ":UH:.~,,\