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HomeMy WebLinkAboutRes1993-149 . . . Sponsored by: Klinkner CITY OF SEWARD, ALASKA RESOLUTION NO. 93-149 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING THE REFINANCING OF THE SPRING CREEK CORRECTIONAL FACILITY BY THE STATE OF ALASKA BY AMENDMENT OF THE EXISTING AGREEMENT OF LEASE AND EXISTING ASSIGNMENT OF LEASE AND SECURITY AGREEMENT AND PROVIDING FOR RELATED MATTERS WHEREAS, the State of Alaska (the "State") and the City of Seward, Alaska (the "City") entered into an Agreement of Lease, dated as of October 1, 1985 (the "Lease"), providing for the construction of a correctional facility located in Seward, Alaska, commonly known as the Spring Creek Correctional Facility (the "Project"); and WHEREAS, the terms of the Lease provide for the State to pay rent to the City at the times and in the amounts as specified in the Lease; and WHEREAS, the City assigned its rights under the Lease to Rainier National Bank as trustee pursuant to the terms of a Trust Indenture and Assignment of Lease dated as of October 1, 1985 (the "Indenture"); and WHEREAS, certificates of participation in the Lease (the COPs") evidencing the right to receive payments from the State pursuant to the Lease were sold; and WHEREAS, the City and the State affected the defeasance of the COPs under the terms and conditions of a First Supplemental Trust Indenture and Assignment of Lease, dated as of May 28, 1987 (the "First Amendment"), by entering into a new Agreement of Lease, dated May 28, 1987 (the "Refinancing Lease"), and assigning the City's interest in the Refinancing Lease for value; and WHEREAS, Ford Motor Credit Company ("FMCC") purchased the City's interest in the Refinancing Lease pursuant to the Assignment of Lease and Security Agreement, dated May 28, 1987 (the "Refinancing Assignment"), and is currently entitled to receive all payments made by the State pursuant to Refinancing Lease; and WHEREAS, the Project can no be refinanced to lower the rent by amending the payment schedule to reflect a lower interest rate acceptable to FMCC and such amendment will be viewed under federal tax law as a refinancing and will generate present value savings for the benefit of the State of Alaska; and WHEREAS, Alaska Statutes 36.30.080 authorizes the State to refinance lease purchase obligations without legislative approval; and . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 93-149 WHEREAS, the State Bond Committee of the State of Alaska has by resolution passed September 17, 1993, attached hereto as Exhibit A, approved the refinancing of the Project (the "State Resolution"); and WHEREAS, the City is agreeable to refinancing the existing financing of the Project by amendment of the Refinancing Lease and the Refinancing Assignment; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, as follows: Section 1. That the refinancing of the Project by amendment of the Refinancing Lease and Refinancing Assignment will serve the public interest and is hereby approved in accordance with the terms set forth in the State Resolution; provided that all costs and expenses of the refinancing, including but not limited to any transferred proceeds penalty, shall be the responsibility of the State and further provided that all expenses incurred by the City in the refinancing shall be the responsibility of the State. Section 2. That the form and content of the Amendment to the Refinancing Lease and the Amendment to the Refinancing Assignment, attached hereto as Exhibits Band C respectively, be and the same hereby are in all respects authorized, approved and confirmed, and the Mayor, Manager or Deputy City Manager by 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 necessary, 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 the 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 to do all such acts and things to execute all documents as may be necessary to carry out and comply with the provisions of the documents as executed. Section 3. That the Mayor, Manager, Deputy 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 deliver for and on behalf of the City 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 Resolution. Section 4. 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 EXHIBIT A . Resolution of state Bond Committee, state of Alaska Approving Refinancing . . . . . ALASKA STATE BOND COMMITTEE RESOLUTION NUMBER 93-6 SPRING CREEK CORRECTIONAL FAeILITY LEASE REFINANCING WHEREAS, the State of Alaska (the "State") and the City of Seward, Alaska (the "City"), entered into an Agreement of Lease, dated as of October l, 1985 (the "Lease"), providing for the construction of a correctional facility located in Seward, Alaska commonly known as the Spring Creek Correctional Facility (the "Project"); and WHEREAS, the terms of the Lease provide for the State to pay rent to the City at the times and in the amounts as provided in the Lease; and WHEREAS, the City assigned its rights under the Lease to Rainer National Bank as trustee pursuant to the terms of a Trust Indenture and Assignment of Lease, dated as of October 1, 1985 (the "Indenture"); and WHEREAS, certificates of participation in the Lease (the "COPs") evidencing the right to receive payments from the State pursuant to the Lease were sold; and WHEREAS, the City and the State defeased the COPs under the terms and conditions of a First Supplemental Trust Indenture and Assignment of Lease, dated as of May 28, 1987 (the "First Amendment"), by entering into a new Agreement of Lease, dated May 28, 1987 (the "Refinancing Lease"), and assigning the City's interest in the Refinancing Lease for value; and WHEREAS, Ford Motor Credit Company ("FMCC") is the entity that purchased the City's interest in the Refinancing Lease pursuant to the Assignment of Lease and Security Agreement, dated May 28, 1987, and is the entity currently entitled to receive all payments made by the State pursuant to Refinancing Lease; and WHEREAS, the Project can now be refinanced to lower the rent by amending the payment schedule to reflect a lower interest rate acceptable to FMCC and that such amendment will be viewed under federal tax law as a refinancing and will generate present value savings for the benefit of the State of Alaska; and WHEREAS, Alaska Stat. 36.30.080 authorizes the State to refinance lease purchase obligations without legislative approval; and NOW, THEREFORE, BE IT RESOLVED by the State Bond Committee of the State of Alaska, as follows: 1. The Committee has determined that the refinancing of the Refinancing Lease by amendment under the proposal submitted . . . by FMCC, or its agent, as attached hereto as exhibit A, is in the best interest of the state. 2. The total principal component of rent under the amended Refinancing Lease will be adjusted to an amount not to exceed $40,500,000 to cover all costs associated with the refinancing, including, but not limited to, the premium payable to FMCC for the exercise of the right to refinance the Refinancing Lease, the transferred proceeds penalty payable to the federal government, counsel fees of FMCC, counsel fees of the state, financial advisor fees, accountant verification costs, escrow or trustee fees, title insurance. 3. The proposal submitted by FMCC provides the state with the flexibility to postpone setting an interest rate on the amended Refinancing Lease until such time that the state determines that it is in the best interest of the state to so fix the interest rate. The Debt Manager of the state is hereby authorized to fix the interest rate at such time and at such rate as he determines so long as such rate does not exceed five and one-half percent (5.5%) per annum. 4. The Debt Manager of the state and all other appropriate state officials are hereby directed to assist the Commissioner of the Department of Administration in the amendment of the Refinancing Lease in accordance with this Resolution. The Debt Manager of the state and all other appropriate state officials are hereby authorized to execute all documents necessary to cause the amendment of the Refinancing Lease. 5. This Resolution shall be in full force and effect upon passage. IN WITNESS WHEREOF, the Committee has caused these presents to be signed in its name and on its behalf by its Chairman and Members all as of the l7th day of September, 1993. Paul Fuhs, Chairman Darrel J. Rexwinkel, Member Nancy Bear Usera, Member - . EXHIBIT A Refinancing Proposal . EXHIBIT B Form of Amendment to Agreement to Lease . . . . . FIRST AMENDMENT TO AGREEMENT TO LEASE Spring Creek Correctional Facility This First Amendment to Agreement to Lease (the "Amendment to Lease"), dated as of October 1, 1993, and entered into between the City of seward, Alaska ("city"), and the State of Alaska, acting through its Department of Administration ("state"), amends that certain Agreement to Lease, dated May 28, 1987 (the "1987 Lease"), between the City, as lessor thereunder, and the state, as lessee thereunder. WITNESSETH: WHEREAS, the State of Alaska (the "State") and the City of Seward, Alaska (the "City"), entered into an Agreement of Lease, dated as of October 1, 1985 (the "1985 Lease"), the State and the City entered into the 1985 Lease providing for the construction of a correctional facility located in Seward, Alaska, commonly known as the spring Creek Correctional Facility (the "Project"), located on the property set forth in Exhibit A; and WHEREAS, the terms of the 1985 Lease provide for the State to pay rent to the City at the times and in the amounts as provided in the 1985 Lease; and WHEREAS, the City assigned its rights under the 1985 Lease to Rainer National Bank as trustee pursuant to the terms of a Trust Indenture and Assignment of Lease, dated as of October 1, 1985 (the "Indenture"); and WHEREAS, certificates of participation in the 1985 Lease (the "1985 COPs") evidencing the right to receive payments from the State pursuant to the 1985 Lease were sold; and WHEREAS, the City and the State defeased the 1985 COPs under the terms and conditions of a First Supplemental Trust Indenture and Assignment of Lease, dated as of May 28, 1987 (the "First Amendment"), by entering into a new Agreement of Lease, dated May 28, 1987 (the "l987 Lease"), recorded on May 27, 1987, at Book 47, Page 347, Records of the Seward Recording District, Third Judicial District, State of Alaska, and assigning the City's interest in the 1987 Lease for value; and WHEREAS, Ford Motor Credit Company ("FMCC" or "Assignee") is the entity that purchased the City's interest in the 1987 Lease pursuant to the Assignment of Lease and Security Agreement, dated May 28, 1987 (the "1987 Assignment"), recorded on May 27, 1987, at Book 47, Page 399, Records of the Seward Recording District, Third Judicial District, State of Alaska, and is the entity currently entitled to receive all payments made by the State pursuant to 1987 Lease; and . . . WHEREAS, the Project can now be refinanced to lower the rent by amending the payment schedule to reflect a lower interest rate acceptable to FMCC and that such amendment will be viewed under federal tax law as a refinancing and will generate present value savings for the benefit of the State of Alaska; and WHEREAS, pursuant to Alaska Stat. ~ 36.30.080 authorizes the State to refinance lease purchase obligations without legislative approval; and WHEREAS, the City agreeable to refinancing the existing financing of the Project by amendment of the 1987 Lease and the 1987 Assignment; NOW, THEREFORE, for and in consideration of the promises hereinafter contained, the parties hereby agree as follows: section 1. Covenants of State. State represents, covenants and warrants for the benefit of City and any Registered Owners (as hereinafter defined) as follows: (a) State is the State of Alaska, Department of Administration, and has full power and authority to enter into this Amendment to Lease and the transaction contemplated hereby and to perform all of its obligations hereunder. (b) State has been duly authorized to execute and deliver this Agreement by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Amendment to Lease. This Agreement is conditioned upon the delivery to City of an executed opinion of the Attorney General of the State of Alaska in the form satisfactory to the City and of the special counsel to the State in the form satisfactory to the City. (c) State will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of the Rents, as well as rents under the 1985 Lease. FIRST AMENDMENT TO LEASE -- Page 2 F:\3\30831\9\LEASE1.DOC . . . (d) state covenants and agrees that it will use the proceeds of the Agreement as soon as practicable and with all reasonable dispatch for the purpose for which the Agreement has been entered into, and that no part of the proceeds of the Agreement shall be invested in any securities, obligations or other investments nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Agreement to be or become "arbitrage bonds" within the meaning of section 103(b) (2) or section l48 of the eode and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Amendment to Lease. (e) State is not currently in default under the terms of section 5.01 of the 1987 Lease. section 2. Definitions. All capitalized terms used and not defined herein shall have the meanings assigned to them in the 1987 Lease. section 3. Fundinq of Cost and Expenses. This Amendment to Lease is conditioned upon deposit by FMCC with an escrow agent the amount set forth in Exhibit C, to pay all costs associated with this Amendment to Lease and the transaction contemplated hereby. Upon such deposit, the terms of this Amendment to Lease shall become effective. City acknowledges that it has reviewed the attached Exhibit C and that the amounts attributable to the city's costs and expenses, including its counsel, is sufficient to cover its costs and expenses. Upon payment to city and its counsel the amount so stated, city and its counsel shall have no further rights to payment; provided that the foregoing does not release State of its obligation to cause to be paid all other costs and expenses of this Amendment to Lease and the transaction contemplated hereby, including but not limited to the costs and expenses set forth in Exhibit C. FIRST AMENDMENT TO LEASE -- Page 3 F:\3\30831\9\LEASE1.DOC . . . , . section 4. Amendment of Schedule of Rent. The 1987 Lease shall be amended by insertion of Exhibit B-1 attached hereto in lieu of Exhibit B-1 of the 1987 Lease. The principal component has been increased to reflect the financing of a l.5% premium payment to FMCC, as well as all costs and expenses of the refinancing set forth in Exhibit C. section 5. Amendment upon Partial Prepavment. The last sentence of section 6.04(c) is deleted and the following is inserted in lieu thereof: Any partial prepayment of Rent shall be applied to reduce each future Rent Payment such that Rent payments shall be recalculated on the basis of a level debt service on the reduced principal amount at the interest rate of % per annum, compounded , with a final Rent payment on , 2006. Section 6. Amendment of Pavment Instructions. payment instructions set forth in the first paragraph of 4.01 of the 1987 Lease be amended as follows: The section Unless the Assignee shall otherwise designate, payments shall be made by wire transfer to: section 7. Notices. The addresses for notices under section 6.09 of the 1987 Lease shall be amended as follows: Ford Motor Credit Company FIRST AMENDMENT TO LEASE -- Page 4 F:\3\30831\9\LEASE1.DOC . . . section 8. Interest of Assiqnee. The City acknowledges that its right to receive Rent payable under the 1987 Lease as amended by this Amendment to Lease has been assigned to Assignee in consideration of Assignee's providing funds to enable the City and the state to advance refund the 1985 COPs and effect the refinancing of the 1987 Lease and that payment of Rent, as amended by this Amendment to Lease, shall be made directly to Assignee. Accordingly all of the covenants and agreements of the city and the State set forth in the 1987 Lease and this Amendment to Lease are hereby declared to be for the benefit of Assignee. The City pledges, assigns and transfers its rights under the 1987 Lease and this Amendment to Lease, together with its rights to enforce the 1987 Lease and this Amendment to Lease, to Assignee pursuant to the 1987 Assignment as amended by the First Amendment to Assignment of Lease and Security Agreement, dated as of the date hereof, between the City, state and FMCC, and after such pledge, assignment, and transfer, the 1987 Lease and this Amendment to Lease shall not be terminated, modified or changed by the State or the City, except in the manner and subject to the conditions permitted in the 1987 Lease. section 9. Applicabilitv of 1987 Lease Provisions. Unless otherwise amended or deleted herein, all other provisions of the 1987 Lease shall remain in effect. Section 10. Bindinq Effect. This Amendment to Lease shall inure to the benefit of and shall be binding upon City, state and their respective successors and assigns. Section 11. Severabilitv. In the event any provision of this Amendment to Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 12. Execution in Counterparts. This Amendment to Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall con- stitute but one and the same instrument. Section 13. Applicable Law. This Amendment to Lease shall be governed by and construed in accordance with the laws of the State of Alaska. Venue for any litigation shall be the Superior Court for the State of Alaska, Third Judicial District, at Anchorage, Alaska. Section 14. Captions. The captions or headings in this Amendment to Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Amendment to Lease. FIRST AMENDMENT TO LEASE -- Page 5 F:\3\30831\9\LEASE1.DOC . . . IN WITNESS WHEREOF, city and State have caused this Amendment to Lease to be executed in their names by their duly authorized representatives as of the date first above written. LESSOR: CITY OF SEWARD, ALASKA By Name: Title: Address: P.O. Box 167 Seward, Alaska 99664 LESSEE: STATE OF ALASKA, DEPARTMENT OF ADMINISTRATION By Nancy Bear Usera Commissioner Address: State of Alaska Department of Administration 10th Floor State Office Building Juneau, Alaska 99811 Approved as to form: Barbara Blasco Assistant Attorney General-State of Alaska Consented thereto in accordance with section 1.04 of the 1987 Lease: FORD MOTOR CREDIT COMPANY Robert C. Chambers Authorized Agent FIRST AMENDMENT TO LEASE -- Page 6 F:\3\30831\9\LEASE1.DOC . . I. STATE OF ALASKA ss. THIRD JUDICIAL DISTRICT On this ____ day of , 1993, personally appeared before me who, being first duly sworn, did say that he/she is the of the City of Seward, Alaska, and acknowledged that the foregoing instrument was signed on behalf of the City of Seward, Alaska, that he/she had authority to execute said instrument and acknowledged said instrument to be said City's voluntary act and deed. [SEAL] Printed Name: Notary Public for Alaska My Commission Expires: STATE OF ALASKA ss. FIRST JUDICIAL DISTRICT On this ____ day of , 1993, personally appeared before me Nancy Bear Usera, who, being first duly sworn, did say that she is the Commissioner of the State of Alaska, Department of Administration, and acknowledged that the foregoing instrument was signed on behalf of the State of Alaska, Department of Administration and acknowledged said instrument to be its voluntary act and deed. [SEAL] Printed Name: Notary Public for Alaska My Commission Expires: FIRST AMENDMENT TO LEASE -- Page 7 F:\3\3D831\9\LEASE1.DOC . . . STATE OF ss. On this day of , 1993, personally appeared before me Robert C. Chambers, who, being first duly sworn, did say that he is the Authorized Agent of Ford Motor Credit Company, and acknowledged that the foregoing instrument was signed on behalf of Ford Motor Credit Company, and acknowledged said instrument to be its voluntary act and deed. [SEAL] Printed Name: Notary Public for My Commission Expires: FIRST AMENDMENT TO LEASE -- Page 8 F:\3\3D831\9\LEASE1.DOC . . . EXHIBIT A PROPERTY DESCRIPTION Parcel "A", Spring Creek Correctional Facility Site, according to Plat No. 84-12, filed August 23, 1984, in the Seward Recording District, Third Judicial District, State of Alaska; and Tract "E", FOURTH OF JULY CREEK TRACTS, according to Plat No. 84-6, filed May 1, 1984, in the Seward Recording District, Third Judicial District, State of Alaska. FIRST AMENDMENT TO LEASE -- Page 9 F:\3\30831\9\LEASE1.DOC . . . EXHIBIT B-l SCHEDULE OF RENT PAYMENT DATE PRINCIPAL COMPONENT INTEREST RATE * INTEREST COMPONENT RENTAL PAYMENT ----------------------------------------------------------------- * The Principal Component accrues interest at the rate set forth above next to such Principal Component. The interest accrues on a 360-day year of twelve 30-day months. FIRST AMENDMENT TO LEASE -- Page 1D F:\3\30831\9\LEASE1.DOC . . . EXHIBIT C COSTS AND EXPENSES [SET FORTH ALL eOSTS AND EXPENSES OF THE REFINANCING] FIRST AMENDMENT TO LEASE -- Page 11 F:\3\30831\9\LEASE1.DOC . . . EXHIBIT C Form of Amendment to Assignment of Lease and Security Agreement . . . FIRST AMENDMENT TO ASSIGNMENT OF LEASE AND SECURITY AGREEMENT spring Creek Correctional Facility This First Amendment to Assignment of Lease and Security Agreement (the "Amendment to Assignment"), dated as of October 1, 1993, and entered into between the City of Seward, Alaska ("city"), and the state of Alaska, acting through its Department of Administration ("state"), and Ford Motor Credit corporation ("FMCC" or "Assignee") amends that certain Assignment of Lease and Security Agreement, dated May 28, 1987 (the "1987 Assignment"), recorded on May 27, 1987, at Book 47, Page 399, Records of the Seward Recording District, Third Judicial District, state of Alaska, between the City, as assignor, FMCC, as assignee, and the State. In consideration of the payment of the amount of $ to, or for the account of, the State, and for other valuable consideration: Section 1. In addition to the assignment of all right, title and interest in the Agreement of Lease, dated as of May 28, 1997, between city, as lessor, and State, as lessee, recorded on May 27, 1987, at Book 47, Page 347, Records of the Seward Recording District, Third Judicial District, State of Alaska, under the 1987 Assignment, the City hereby sells, assigns, transfers, sets over and pledges unto the Assignee and its successors and assigns, forever without recourse, all of the right, title and interest of the city in and to that certain First Amendment to Agreement to Lease (the "Amendment to Lease"), dated as of the date hereof, between the City and the State, recorded on , 1993, at Book , Page , Records of the Seward Recording District, Third Judicial District, state of Alaska, all rents and other amounts payable and all other rights thereunder. The State hereby consents to this assignment. The 1987 Lease and the Amendment to Lease provide for the lease of the following described real property and the improvements thereon (the "Project"): Parcel "A", spring Creek Correctional Facility Site, according to Plat No. 84-l2, filed August 23, 1984, in the Seward Recording District, Third Judicial District, State of Alaska; and Tract "E", FOURTH OF JULY CREEK TRACTS, according to Plat No. 84-6, filed May l, 1984, in the Seward Recording District, Third Judicial District, State of Alaska. . . . Section 2. All capitalized terms used and not defined herein shall have the meanings assigned to them in the 1987 Assignment. Section 3. Assignee has deposited with an escrow agent the amount set forth in Exhibit C to the Amendment to Lease, to pay all costs associated with the Amendment to Lease and the transaction contemplated hereby. The principal component of the Rents set forth in Exhibit B-1 of the Amendment to Lease has been increased to reflect the financing of a 1.5% premium payment to FMCC, as well as all costs and expenses of the refinancing set forth in Exhibit C thereto. Section 4. In section 3(d) of the 1987 Assignment, last line, the discount rate is amended to % and the compounding frequency shall be the frequency of payment of interest component in Exhibit B-1 of the Amendment to Lease. section 5. The addresses for notices under section 4 of the 1987 Assignment shall be amended as follows: Ford Motor Credit Company section 6. Unless otherwise amended or deleted herein, all other provisions of the 1987 Assignment shall remain in effect. Section 7. This Amendment to Assignment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. fIRST AMENDMENT TO ASSIGNMENT -- Page 2 f:\3\30831\9\ASSIGN1.00C . . . IN WITNESS WHEREOF, City and State have caused this Amendment to Lease to be executed in their names by their duly authorized representatives as of the date first above written. CITY OF SEWARD, ALASKA By Name: Title: Address: P.O. Box 167 Seward, Alaska 99664 STATE OF ALASKA, DEPARTMENT OF ADMINISTRATION By Nancy Bear Usera Commissioner Address: state of Alaska Department of Administration loth Floor State Office Building Juneau, Alaska 99811 Approved as to form: Barbara Blasco Assistant Attorney General-State of Alaska ACCEPTED: FORD MOTOR CREDIT COMPANY Robert C. Chambers Authorized Agent fIRST AMENDMENT TO ASSIGNMENT -- Page 3 F:\3\30831\9\ASSIGN1.DOC . . . STATE OF ALASKA ss. THIRD JUDICIAL DISTRICT On this ____ day of , 1993, personally appeared before me who, being first duly sworn, did say that he/she is the of the City of Seward, Alaska, and acknowledged that the foregoing instrument was signed on behalf of the city of Seward, Alaska, that he/she had authority to execute said instrument and acknowledged said instrument to be said City's voluntary act and deed. [SEAL] Printed Name: Notary Public for Alaska My Commission Expires: STATE OF ALASKA ss. FIRST JUDICIAL DISTRICT On this ____ day of , 1993, personally appeared before me Nancy Bear Usera, who, being first duly sworn, did say that she is the Commissioner of the state of Alaska, Department of Administration, and acknowledged that the foregoing instrument was signed on behalf of the state of Alaska, Department of Administration and acknowledged said instrument to be its voluntary act and deed. [SEAL] Printed Name: Notary Public for Alaska My Commission Expires: FIRST AMENDMENT TO ASSIGNMENT -- Page 4 F:\3\30831\9\ASSIGN1.DOC . . . STATE OF ss. On this day of , 1993, personally appeared before me Robert C. Chambers, who, being first duly sworn, did say that he is the Authorized Agent of Ford Motor Credit Company, and acknowledged that the foregoing instrument was signed on behalf of Ford Motor Credit company, and acknowledged said instrument to be its voluntary act and deed. [SEAL] Printed Name: Notary Public for My Commission Expires: FIRST AMENDMENT TO ASSIGNMENT -- Page 5 F:\3\30831\9\ASSIGN1.DOC . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 93-149 invalid such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 5. That this resolution shall take effect immediately upon passage. PASSED AND APPROVED by the City Council of the city of Seward, Alaska, this 25th day of October, 1993. AYES: NOES: ABSENT: ABSTAIN: A TIEST: THE CITY OF SEWARD, ALASKA fJa 1~ L~. (Cj\lLnQ j Dave W. Crane, Mayor Anderson, Bencardino, Crane, Krasnansky, O'Brien, Sieminski None Darling None APPROVED AS TO FORM: Wohlforth, Argetsinger, Johnson & Brecht, Attorneys for the city of Seward, Alaska ~f~ City Attorney (City Seal)