FY2025-12 Authorizing Refunding of 2015 Series BondsI
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KODIAK ISLAND BOROUGH
RESOLUTION NO. FY2025-12
A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING THE
BOROUGH TO ISSUE A GENERAL OBLIGATION SCHOOL REFUNDING BOND TO REFUND
CERTAIN PRINCIPAL INSTALLMENTS OF AN OUTSTANDING GENERAL OBLIGATION
SCHOOL BOND OF THE BOROUGH AND TO PAY COSTS OF ISSUING THE BOND, FIXING
CERTAIN DETAILS OF SUCH BOND, AUTHORIZING ITS SALE, AND PROVIDING FOR
RELATED MATTERS
WHEREAS, the Kodiak Island Borough, Alaska (the "Borough"), is a second-class borough
and is authorized to take the actions in this Resolution; and
WHEREAS, pursuant to Borough Ordinance No. FY2010-03, adopted August 6, 2009,
approved by a majority of the qualified voters voting on the proposition at the
regular Borough election held on October 6, 2009, and Resolution FY2016-05,
adopted August 20, 2015 (the `Bond Resolution"), the Borough issued its
General Obligation School Bond, 2015 Series A (the "2015 Bond") in the original
principal amount of the 6,210,000, of which $4,140,000 is now outstanding; and
WHEREAS, the Borough sold the 2015 Bond to the Alaska Municipal Bond Bank (the `Bond
Bank") pursuant to the terms of a loan agreement by and between the Borough
and the Bond Bank, dated September 1, 2015 (the "Loan Agreement'); and
WHEREAS, the Bond Bank purchased the 2015 with proceeds from its General Obligation
Bonds, 2015 Series Three (the "2015 Bond Bank Bonds"), among other
purposes, to provide funds to purchase the 2015 Bond, as provided in the Loan
Agreement; and
WHEREAS, the Bond Bank has expressed its intent to issue refunding bonds (the "Bond Bank
Refunding Bonds') for the purpose of refunding the 2015 Bond Bank Bonds and
achieving a debt service savings; and
WHEREAS, Section 6 of the Loan Agreement provides that payments of principal and interest
on the 2015 Bond may be adjusted to reduce debt service on the 2015 Bond if
the Bond Bank is able to achieve debt service savings by refunding the 2015
Bond Bank Bonds; and
WHEREAS, the Bond Bank has offered to enter into an Amendatory Loan Agreement (the
"Amendatory Loan Agreement") to effect a reduction in debt service on all or a
portion of the principal installments of the outstanding 2015 Bond payable on or
after October 1, 2025 (the "Refundable Principal Installments"); and
WHEREAS, the Assembly finds that it is necessary and appropriate to effect a reduction in
debt service on all or a portion of the Refundable Principal Installments by
entering into the Amendatory Loan Agreement and issuing a General Obligation
School Refunding Bond, 2025 (the "Bond") in exchange for the 2015 Bond and
participating in the refunding of the 2015 Bond Bank Bonds; and
Resolution No. FY2025-12
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WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each of
the Borough Manager and Borough Finance Director authority to determine the
principal installments, interest rates and other details of the Bond, and to
determine other matters pertaining to the Bond that are not provided for in this
Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH:
SECTION 1. Definitions. In addition to terms which are defined in the recitals above, the
following terms shall have the following meanings in this Resolution:
(A) "Assembly" means the Assembly of the Kodiak Island Borough, as the
general legislative authority of the Borough, as the same shall be duly and
regularly constituted from time to time.
(B) "Bond" means the "General Obligation School Refunding Bond" of the
Borough, the issuance and sale of which are authorized herein.
(C) "Bond Bank" means the Alaska Municipal Bond Bank, a public corporation
of the State of Alaska.
(D) "Bond Bank Bonds" means the general obligation refunding bonds to be
issued by the Bond Bank, a portion of the proceeds of which will be used
to refund by exchange the Refundable Principal Installments.
(E) "Bond Register" means the registration books maintained by the Registrar,
which include the name and address of the Registered Owner or its nominee.
(F) "Borough" means the Kodiak Island Borough, a municipal corporation of
the State of Alaska, organized as a second class borough under Title 29 of
the Alaska Statutes.
(G) "Borough Manager" means the Manager or Administrative Official of the
Borough.
(H) "Borough Finance Director" means the Finance Director of the Borough.
(1) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, together with all regulations applicable thereto.
(J) "Loan Agreement" means the Loan Agreement between the Borough and
the Bond Bank, dated September 1, 2015.
(K) "Refundable Principal Installments" means the principal installments of the
2015 Bonds the refunding of which the Borough Manager or Borough
Finance Director determines will produce a debt service savings under
Section 2.
Resolution No. FY2025-12
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(L) 'Registered Owner' means the person named as the registered owner of
the Bond in the Bond Register.
(M) "Registrar' means the Borough Finance Director.
(N) "Resolution' means this Resolution of the Assembly.
(0) "2015 Bond' means the Borough's $6,210,000 General Obligation School
Bond, 2015 Series A, dated September 16, 2015, of the Borough issued
pursuant to Resolution No. FY2016-05, adopted by the Borough Assembly
on August 20, 2015.
SECTION 2. Authorization of Bond and Purpose of Issuance. For purposes of effecting the
refunding by exchange of the Refundable Principal Installments and to pay all
costs incidental thereto and to the issuance of the Bond, in the manner set forth
in this Resolution and in the Amendatory Loan Agreement, the Borough hereby
authorizes and determines to issue and sell the Bond.
The Borough hereby authorizes the Borough Manager and the Borough Finance
Director to designate which Refundable Principal Installments of the 2015 Bond
shall be refunded, provided the Refundable Principal Installments so designated
shall realize an aggregate debt service savings on a present value basis of at
least three percent (3%), net of all issuance costs and underwriting discount.
The Borough Manager or Borough Finance Director is hereby authorized to
execute and deliver the Amendatory Loan Agreement on behalf of the Borough
and to deliver the Bond executed in accordance with, and subject to, Section 13
hereof.
SECTION 3. Obligation of Bond. The Bond shall be a direct and general obligation of the
Borough, and the full faith and credit of the Borough are hereby pledged to the
payment of the principal of and interest on the Bond. The Borough hereby
irrevocably pledges and covenants that it will levy and collect taxes upon all
taxable property within the Borough without limitation as to rate or amount, in
amounts sufficient, together with other funds legally available therefor, to pay the
principal of and interest on the Bond as the same become due and payable.
SECTION 4. Designation, Principal Installments, Interest Rates and other Details of the Bond.
The Bond shall be designated "Kodiak Island Borough, Alaska General
Obligation School Refunding Bond, 2025," with such designation as the Registrar
deems necessary for purposes of identification, and may have endorsed thereon
such legends or text as may be necessary or appropriate to conform to the rules
and regulations of any governmental authority or any usage or requirement of
law with respect thereto. Principal installments of the Bond shall be in the
denomination of $5,000 or any integral multiple thereof. The aggregate principal
amount, amount per principal installment, interest rates, dated date and principal
and interest payment dates of the Bond shall be determined at the time of
execution of the Amendatory Loan Agreement.
Resolution No. FY2025-12
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SECTION 5. Prepayment. The principal installments of the Bond shall be subject to
prepayment prior to maturity as provided in the Amendatory Loan Agreement.
SECTION 6. Form of Bond. The Bond shall be in substantially the following form, with such
variations, omissions and insertions as may be required or permitted by this
Resolution:
UNITED STATES OFAMERICA
STATE OF ALASKA
KODIAK ISLAND BOROUGH, ALASKA
(A Municipal Corporation of the State of Alaska)
NO. GOR- $
GENERAL OBLIGATION REFUNDING SCHOOL BOND, 2025
REGISTERED OWNER: ALASKA MUNICIPAL BOND BANK
PRINCIPAL AMOUNT:
The Kodiak Island Borough, Alaska (the "Borough"), a municipal
corporation of the State of Alaska, hereby acknowledges itself to owe and for
value received promises to pay to the Registered Owner identified above, or
its registered assigns, the Principal Amount indicated above in the following
installments on 1 of each of the following years, and to pay
interest on such installments from the date hereof, payable on
1, 20_, and semiannually thereafter on the first days of
and of each year, at the rates per annum as follows:
Principal Interest
Year Amount Rate
For so long as the Alaska Municipal Bond Bank (the `Bond
Bank") is the Registered Owner of the Bond, payment of principal and interest
shall be made as provided in the Loan Agreement between the Bank and
the Borough, dated September 1, 2015, as amended _, 2025
(together, the "Loan Agreement'). In the event the Bond Bank is no longer the
Registered Owner of the Bond, payment of principal of and interest on this
Bond will be made by check or draft mailed by first class mail to the
registered owner at the address appearing on the bond register of the
Resolution No. FY2025-12
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Borough on or before the payment date, provided that the final installment of
principal and interest on this Bond will be payable at the office of the
Borough Finance Director (the `Registrar") upon surrender of this Bond.
Interest shall be computed on the basis of a 360-day year composed of
twelve 30-day months. Both principal of and interest on this bond are payable
in lawful money of the United States of America which, on the respective dates
of payment thereof, shall be legal tender for the payment of public and private
debts.
This Bond is the General Obligation School Refunding Bond of the
Kodiak Island Borough, Alaska, authorized for the purpose of refunding certain
principal installments of an outstanding general obligation school bond of the
Borough and is issued by the Borough under Resolution No. FY2025-_ of the
Borough entitled:
A RESOLUTION OF THE KODIAK ISLAND BOROUGH
ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE A
GENERAL OBLIGATION SCHOOL REFUNDING BOND TO
REFUND CERTAIN PRINCIPAL INSTALLMENTS OF AN
OUTSTANDING GENERAL OBLIGATION SCHOOL BOND OF
THE BOROUGH AND TO PAY COSTS OF ISSUING THE
BOND, FIXING CERTAIN DETAILS OF SUCH BOND,
AUTHORIZING ITS SALE, AND PROVIDING FOR RELATED
MATTERS
(herein called the "Resolution").
Installments of principal of this Bond payable on and after _
1, 20 , shall be subject to prepayment on and after
at the option of the Borough, subject to any applicable provisions
_1,20 ,
of the Loan
Agreement, and in such principal amounts and from such maturities as the
Borough may determine, and by lot within a maturity, at a redemption price
equal to the principal amount to be prepaid, plus accrued interest to the date of
prepayment.
This Bond is transferable as provided in the Resolution, (i) only upon
the bond register of the Borough, and (ii) upon surrender of this Bond
together with a written instrument of transfer duly executed by the registered
owner or the duly authorized attorney of the registered owner, and thereupon
a new fully registered Bond or Bonds in the same aggregate principal amount
and maturity shall be issued to the transferee in exchange therefor as
provided in the Resolution and upon the payment of charges, if any, as
therein prescribed. The Borough may treat and consider the person in whose
name this Bond is registered as the absolute owner hereof for the purpose of
receiving payment of, or on account of, the principal or redemption price,
if any, hereof and interest due hereon and for all other purposes whatsoever.
Resolution No. FY2025-12
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This Bond is a general obligation of the Borough, and the full faith and
credit of the Borough are pledged for the payment of the principal of and interest
on the Bond as the same shall become due.
IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts,
or things required by the constitution or statutes of the State of Alaska to exist,
to have happened, or to have been performed precedent to or in the issuance
of this Bond, exist, have happened, and have been performed, and that the
series of Bonds of which this is one, together with all other indebtedness of the
Borough, is within every debt and other limit prescribed by said constitution or
statutes.
IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH,
ALASKA, has caused this Bond to be signed in its name and on its behalf
by its Mayor and its corporate seal to be hereunto impressed or otherwise
reproduced and attested by its Clerk, all as of the day of , 20_.
/specimen/
Borough Mayor
ATTEST:
/specimen/
Borough Clerk
SECTION 7. Execution. The Bond shall be executed in the name of the Borough by the
manual or facsimile signature of the Mayor, and its corporate seal (or a facsimile
thereof) shall be impressed or otherwise reproduced thereon and attested by the
manual or facsimile signature of the Borough Clerk or acting Borough Clerk. The
execution of the Bond on behalf of the Borough by persons who at the time of
the execution are duly authorized to hold the proper offices shall be valid and
sufficient for all purposes, although any such person shall have ceased to hold
office at the time of delivery of the Bond or shall not have held office on the date
of the Bond.
SECTION 8. Payment of Principal and Interest. The Bond shall be payable in lawful money of
the United States of America which at the time of payment is legal tender for the
payment of public and private debts. When the Bond Bank is the Registered
Owner of the Bond, payment of principal and interest on the Bond shall be made
as provided in the Loan Agreement, as amended by the Amendatory Loan
Agreement. If the Bond Bank is not the Registered Owner of the Bond,
installments of principal and interest on the Bond shall be paid by check mailed
by first class mail to the Registered Owner as of the record date for the
installment payment at the address appearing on the Bond Register; provided
that the final installment of principal and interest on the Bond shall be payable
upon presentation and surrender of the Bond by the Registered Owner at the
office of the Registrar.
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SECTION 9. Registration. The Bond shall be issued only in registered form as to both principal
and interest. The Registrar shall keep, or cause to be kept, the Bond Register
at the principal office of the Borough. The Borough and the Registrar may treat
the person in whose name any Bond shall be registered as the absolute owner
of such Bond for all purposes, whether or not the Bond shall be overdue, and all
payments of principal of and interest on the Bond made to the Registered Owner
thereof or upon its order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid, and neither
the Borough nor the Registrar shall be affected - by any notice to the contrary.
SECTION 10. Transfer and Exchange. The Bond shall be transferred only upon the books for
the registration and transfer of Bond kept at the office of the Registrar. Upon
surrender for transfer or exchange of any Bond at such office, with a written
instrument of transfer or authorization for exchange in form and with guaranty of
signature satisfactory to the Registrar, duly executed by the Registered Owner
or the duly authorized attorney of the Registered Owner, the Borough shall
execute and deliver an equal aggregate principal amount of Bond of the same
maturity of any authorized denominations, subject to such reasonable
regulations as the Borough may prescribe and upon payment sufficient to
reimburse it for any tax, fee or other governmental charge required to be paid in
connection with such transfer or exchange. A Bond surrendered for transfer or
exchange shall be canceled by the Registrar.
SECTION 11. Bond Mutilated, Destroyed, Stolen or Lost. Upon surrender to the Registrar of a
mutilated Bond, the Borough shall execute and deliver a new Bond of like
maturity and principal amount. Upon filing with the Registrar of evidence
satisfactory to the Borough that a Bond has been destroyed, stolen or lost and
of the ownership thereof, and upon furnishing the Borough with indemnity
satisfactory to it, the Borough shall execute and deliver a new Bond of like
maturity and principal amount. The person requesting the execution and delivery
of a new Bond under this section shall comply with such other reasonable
regulations as the Borough may prescribe and pay such expenses as the
Borough may incur in connection therewith.
SECTION 12. Tax Covenants. The Borough covenants to comply with any and all applicable
requirements set forth in the Code in effect from time to time to the extent that
such compliance shall be necessary for the exclusion of the interest on the Bond
form gross income for federal income tax purposes. The Borough covenants that
it will make no use of the proceeds of the Bond that will cause the Bond or the
Refunded Bonds to be "arbitrage bonds" subject to federal income taxation by
reason of Section 148 of the Code. The Borough covenants that it will not take
or permit any action what would cause the Bond to be a "private activity bond"
as defined in Section 141 of the Code.
SECTION 13. Exchange of Bonds. The Bond shall be delivered to the Bond Bank in exchange
For the 2015 Bond. The Borough has been advised by the Bond Bank that bond
market conditions are fluctuating and that the most favorable market conditions
for the sale of the Bond Bank Bonds may not occur on the date of a regular
Assembly meeting. The Assembly has determined that it would be inconvenient
Resolution No. FY2025-12
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to hold a special meeting on short notice to approve the terms of the Bond.
Therefore, the Assembly hereby determines that it is in the best interest of the
Borough to delegate the authority to approve the terms of the Bond as provided
herein. Each of the Borough Manager and the Borough Finance Director is
hereby authorized to determine the aggregate principal amount, amount per
installment, interest rates, dated date and principal and interest payment dates
and prepayment provisions, if any, for the Bond, so that such terms of the Bond
conform to the terms of the Bond Bank Bonds, provided that (i) no principal
installment of the Bond shall exceed the principal amount of the corresponding
maturity of the Bond Bank Bonds allocated to the Borough, and (ii) the interest
rate on each principal installment shall not exceed the interest rate on the
corresponding maturity of the Bond Bank Bonds. Based on the foregoing
determinations, the Borough Manager and the Borough Finance Director each is
authorized to negotiate, execute and deliver the Amendatory Loan Agreement.
SECTION 14. Authority of Officers. The Borough Manager, the Borough Finance Director, the
Borough Clerk and the acting Borough Clerk are, and each of them hereby is,
authorized and directed to do and perform all things and determine all matters
not determined by this Resolution, to the end that the Borough may carry out its
obligations under the Bond and this Resolution.
SECTION 15. Ongoing Disclosure. The Borough acknowledges that, under Rule 15c2-12 of the
Securities and Exchange Commission (the 'Rule"), the Borough may now or in
the future be an "obligated person" with respect to the Bond Bank Bonds. In
accordance with the Rule and as the Bond Bank may require, the Borough shall
undertake to provide certain annual financial information and operating date as
reasonably requested by the Bond Bank.
SECTION 16. Miscellaneous.
(a) All payments made by the Borough of, or on account of, the principal of or
interest on the Bond shall be made on the Bond ratably and in proportion
to the amount due thereon, respectively, for principal or interest as the case
may be.
(b) No recourse shall be had for the payment of the principal of or the interest
on the Bond or for any claim based thereon or on this Resolution against
any member of the Assembly or officer of the Borough or any person
executing the Bond. The Bond are not and shall not be in any way a debt
or liability of the State of Alaska or of any political subdivision thereof,
except the Borough, and do not and shall not create or constitute an
indebtedness or obligation, either legal, moral or otherwise, of said state or
of any political subdivision thereof, except the Borough as set forth in the
Bond Legislation.
SECTION 17. Severability. If any one or more of the provisions of this Resolution shall be
declared by any court of competent jurisdiction to be contrary to law, then such
provision shall be null and void and shall be deemed separable from the
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Resolution No. FY2025-12
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remaining provisions of this Resolution and shall in no way affect the validity of
the other provisions of this Resolution or of the Bond.
SECTION 18. Effective Date. This Resolution shall become effective immediately upon its
passage and approval.
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS SIXTEENTH DAY OF JANUARY, 2025
KODIAK ISLAND BOROUGH
Scott Arndt, Borough Mayor
A ST:
I �n7 M . ( �I/V`\--
Nova M. Javier, MMC, Borough Clerk
VOTES:
Ayes: Johnson, LeDoux, Smiley, Whiteside, Ames, and Griffin
Noes: None
Absent: Sharratt
CERTIFICATE
I, the undersigned, Clerk of the Kodiak Island Borough, Alaska (the 'Borough"), Do
HEREBY CERTIFY:
1. That the attached resolution is a true and correct copy of Resolution No. FY2025-12
(the "Resolution") of the Borough as approved at a regular meeting of the Assembly of
the Kodiak Island Borough, Alaska (the "Assembly") held on the sixteenth day of
January, 2025, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with law,
and to the extent required by law, due and proper notice of such regular meeting was
given; that a legal quorum was present throughout the meeting and a legally sufficient
number of members of the Assembly voted in the proper manner for the approval of
the Resolution; that all other requirements and proceedings incident to the proper
approval of the Resolution have been duly fulfilled, carried out and otherwise
observed; and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set m hand this sevent th day of January,
2025.
Nova M. Javier, MMC, Bo ough Clerk
Kodiak Island Borough, Alaska
Resolution No. FY2025-12 Page 9 of 9