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HomeMy WebLinkAboutRes 2022-06 Sale of Power Revenue Bonds Eleventh SeriesALASKA ENERGY AUTHORITY RESOLUTION NO.2022-06 RESOLUTION OF THE ALASKA ENERGY AUTHORITY PROVIDING FOR THE SALE OF NOT TO EXCEED $270,000,000 OF ALASKA ENERGY AUTHORITY POWER REVENUE BONDS, ELEVENTH SERIES (BRADLEY LAKE HYDROELECTRIC PROJECT); AUTHORIZING AND ADOPTING A TENTH SUPPLEMENTAL RESOLUTION OF THE AUTHORITY TO SECURE SAID BONDS; AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT BETWEEN THE AUTHORITY AND PURCHASER OF THE SAID BONDS; DELEGATING CERTAIN AUTHORITY TO THE CHAIR, THE BOARD MEMBER DESIGNEE OF THE CHAIR, THE EXECUTIVE DIRECTOR AND THE CHIEF FINANCIAL OFFICER; AND PROVIDING FOR RELATED MATTERS. WHEREAS, the Alaska Energy Authority ("Authority") is authorized by Title 44, Chapter 83, of the Alaska Statutes, as amended, to issue bonds for the purpose of carrying out its corporate purpose and power, including the establishment or increase of reserves to secure or to pay for bonds; and WHEREAS, the Authority has, pursuant to the Power Revenue Bond Resolution, adopted by the Board on September 7, 1989, as amended and supplemented ("Master Bond Resolution"), issued ten series of power revenue bonds subject to terms and conditions set forth in the Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (the "Power Sales Agreement") dated as of December 8, 1987, by and among the Chugach Electric Association, Inc., Golden Valley Electric Association, Inc., the City of Seward d/b/a Seward Electric System, and Alaska Electric Generation & Transmission Cooperative, Inc., and as Additional Parties Homer Electric Association, Inc. and Matanuska Electric Association, Inc. (collectively, "Power Purchasers") and the Authority; and WHEREAS, the Master Bond Resolution authorizes the issuance of additional bonds for purposes of financing costs and expenses of planning, designing, acquiring, constructing, installing capital improvements in connection with the Bradley Lake Hydroelectric Project ("Bradley Project") subject to terms and conditions set forth therein and the Power Sales Agreement; and WHEREAS, pursuant to the request of the Power Purchasers, the Authority has determined to issue its Power Revenue Bonds, Eleventh Series (Bradley Lake Hydroelectric Project), in an aggregate principal amount not to exceed $270,000,000 ("Bonds") to provide funds which will be used to (a) pay all or a portion of the costs of the acquisition, improvement and development of the electric transmission line systems between the Bradley Junction and Soldotna Substation, the electric transmission line systems between the Soldotna Substation and the Sterling Substation, the electric transmission line systems between the Sterling Substation and the Quartz Creek Substation, and of battery energy storage systems, in each case including associated rights -of -way and permits, all of which will become an integral part of the Project; (b) fund a debt service reserve account; and (c) pay costs incurred in connection with the issuance of the Bonds (collectively, the "Project"); and 4152-3049-5295.5 WHEREAS, the Bonds will be issued under and pursuant to and are being secured by the Master Bond Resolution and a Tenth Supplemental Resolution approved and adopted by the Authority ("Supplemental Resolution," and together with the Master Bond Resolution, the "Bond Resolution") which shall be in substantially the form presented to and made part of the records of this meeting; and WHEREAS, provisions shall be made for the sale of the Bonds pursuant to a Loan Agreement entered into between the Authority and the National Cooperative Services Corporation ("Purchaser") which shall be in substantially the form presented to and made part of the records of this meeting; and WHEREAS, there has been presented to this meeting forms of the following documents, which the Authority proposes to finalize in connection with the issuance of the Bonds in substantially the form presented at this meeting: Supplemental Resolution; and 2. Loan Agreement; and WHEREAS, it appears that each of the instruments above referred to, which are now before the members of the Authority, is in appropriate form and is an appropriate instrument for the purposes intended; and NOW, THEREFORE, BE IT RESOLVED BY THE ALASKA ENERGY AUTHORITY, AS FOLLOWS: That in order to provide funds to finance the Project, the Authority will issue the Bonds in a principal amount not to exceed $270,000,000 maturing on the date or dates and bearing interest at a fixed rate of interest described in the Supplemental Resolution now before this meeting, subject to appropriate insertions and revisions, be and the same hereby is in all respects authorized, approved and confirmed, and that the Chair, the Board member designee of the Chair, Executive Director or Chief Financial Officer of the Authority (each, an "Authorized Officer") be, and each of them hereby is, authorized, empowered, and directed to execute the Bonds, whether by manual or facsimile signature, to seal the Bonds with the official seal of the Authority (manually or by facsimile), and to deliver, for and on behalf of the Authority, the Bonds to the Purchaser; and that the provisions of the Supplemental Resolution with respect to the Bonds be and the same hereby are authorized, approved and confirmed and are incorporated herein by reference. The Bonds do not constitute an indebtedness or other liability of the State of Alaska, or any political subdivision thereof, except the Authority. The Authority does not pledge the faith and credit of the State of Alaska, or any political subdivision thereof (except the Authority) to the payment of the Bonds, and the issuance of the Bonds does not obligate the State of Alaska or any political subdivision thereof (except the Authority) to apply money, or levy or pledge any form of taxation whatsoever to, payment of the Bonds. The Authority has no taxing power. That the form and content of the Supplemental Resolution be and the same hereby are in all respects authorized, approved, confirmed and adopted, and each Authorized Officer be and they hereby are in all respects severally authorized, empowered, and directed to execute and deliver the Resolution No. 2022-06 Page 2 4152-3049-5295 final Supplemental Resolution for and on behalf of the Authority to U.S. Bank Trust Company, National Association, as Trustee, for the security of the Bonds, including necessary counterparts, in substantially the form 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 their approval of any and all changes, modifications, additions, or deletions thereto from such form, and that the final Supplemental Resolution is hereby authorized, approved, confirmed and adopted in accordance with the Master Bond Resolution and is incorporated herein by reference. Following execution and delivery of the Supplemental Resolution, each Authorized Officer be and they hereby are authorized, empowered, and directed to do all such acts and things and to execute all such documents as maybe necessary or convenient to carry out and comply with the provisions of the Supplemental Resolution as executed. That the form and content of the Loan Agreement be and the same hereby are in all respects authorized, approved and confirmed and each Authorized Officer be and they hereby are authorized, empowered and directed to execute and deliver the final Loan Agreement for and on behalf of the Authority, 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, their execution of the Loan Agreement, to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions therein from the form and content of the Loan Agreement now before this meeting, and that, from and after the execution and delivery of the Loan Agreement, each Authorized Officer be and they hereby are authorized, 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 Loan Agreement as executed. That the sale of the Bonds to the Purchaser is hereby authorized and approved and the Authority shall expend the proceeds of the Bonds related to the sale thereof in accordance with State law governing contract procurement and applicable competitive bidding processes. That the Board of the Authority acknowledges that the Bradley Lake Project Management Committee desires to allocate approximately 65% of proceeds of the Bonds toward transmission upgrades and approximately 35% of proceeds of the Bonds toward the battery energy storage system serving the Kenai Peninsula, South Central, and Interior Alaska. The Authority will use commercially reasonable efforts to effectuate such allocation; provided, however, that the Authority in its discretion, may deviate from such allocation, in order to fulfill its purpose and duties, as set forth in State law. That the Authorized Officers be, and each of them hereby is, authorized to execute and deliver for and on behalf of the Authority any and all additional certificates, documents, opinions or other papers and perform all such other acts as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. That this Resolution does hereby incorporate by reference, as though fully set out herein, the provisions of the Act, the Master Bond Resolution, the final Supplemental Resolution, and the documents presented to this meeting. Resolution No. 2022-06 Page 3 4152-3049-5295 That the recitals to this Resolution, including definition of terms, are incorporated into this Resolution as if fully set forth herein. That this Resolution shall become effectively immediately upon its passage and approval. DATED at Anchorage, Alaska, this 26"' day of October 2022. ATTEST: 4,1, e 5 1, � � Secretary Resolution No. 2022-06 4152-3049-5295 114 Chair 1�VGY AV Ty'% Yam.• SppRATF z co J GO �• = ZI 19 Page 4