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91-27 Contract Of Purchase - General School Bond ObligationsKodiak Island Borough, Alaska General obligation school Refunding Bonds, 1991 Series A CONTRACT OF PURCHASE July 18, 1991 Borough Assembly Kodiak Island Borough 710 Mill Bay Road P.O. Box 1246 Kodiak, Alaska 99615 Ladies and Gentlemen: x,17/- �7 John Nuveen & Co. Incorporated (herein called the "Underwriter"), offers to enter into the following agreement with you, the Kodiak Island Borough, Alaska (herein sometimes referred to as the "Borough"), which upon your acceptance of this offer, will be binding upon you and upon the Underwriter. This offer is made subject to your acceptance of this Contract of Purchase on or before 10:00 P.M., Alaska time, on July 18, 1991- 1. Upon the terms and conditions and upon the basis of the representations, warranties and covenants set forth herein, the Underwriter, agrees to purchase from you, and you agree to sell to the Underwriter, the $4 875.000 aggregate principal amount of General Obligation School Refunding Bonds, 1991 Series A (hereinafter called the "Bonds") of the Borough, having the matur- ities, bearing interest at the rates and having the further terms as set forth in Schedule A attached hereto, at the aggregate pur- chase price of $4,813.504,55.- (reflecting an underwriting discount of $ S1 480 and an orginal issue discount of $ 10 015.45 ) plus interest accrued on the Bonds from their date to the date of the Closing as hereinafter defined. The Borough has heretofore distributed the Preliminary Official Statement dated July 10, 1991, and prepared for the information of potential purchasers of the Bonds and such Preliminary Official Statement, as revised to reflect the terms of sale of the Bonds, is herein referred to as the "Official Statement." Terms used herein that are defined in the Official Statement shall have the same meanings herein as therein. At the time of your acceptance of this Contract of t us ou Purchase, or at such later time as shall be agreeable o , y shall deliver to us six executed copies of the Official Statement. The Borough authorizes the Underwriter to use the Official State- ment and the documents referred to therein in connection with the public offering and the sale of the Bonds. The Borough ratifies and consents to the use by the Underwriter, prior to the date hereof, of the Preliminary Official Statement. The Preliminary Official Statement is deemed by the Borough to be final as of its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934. In accordance with Rule 15c2-12, the Borough agrees that copies of the Official Statement, in an amount sufficient to pro- vide one copy to each bond purchaser, will be delivered to the Underwriter within seven business days of the Borough's acceptance of this Contract of Purchase. 3. The Bonds will be as described in, and will be issued and secured under the provisions of an ordinance entitled "AN ORDINANCE OF THE KODIAK ISLAND BOROUGH PROVIDING FOR THE ISSU- ANCE OF GENERAL OBLIGATION SCHOOL REFUNDING BONDS, 1991 SERIES A OF THE BOROUGH IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $5,000,000, AND GENERAL OBLIGATION SCHOOL REFUNDING BONDS, 1991 SERIES B OF THE BOROUGH IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,750,000, TO REFUND CERTAIN OUTSTANDING GENERAL OBLI- GATION BONDS OF THE BOROUGH, FIXING CERTAIN DETAILS OF SUCH BONDS AND AUTHORIZING THEIR SALE" adopted by the Borough Assembly of the Borough on July 18, 1991 (the "Bond Ordinance")" as supplemented by a resolution adopted by the Borough Assembly on July 18, 1991 (the "Award Resolution"). When used hereinafter, the term "Ordinance" refers to the Bond Ordinance as supplemented by the Award Resolution. Concurrently with the issuance of the Bonds, Municipal Bond Investors Assurance Corporation (the "Bond Insurer") shall issue a municipal bond insurance policy (the "Bond Insurance Policy") guaranteeing the payment of the principal of and interest on the Bonds. 4. The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering prices set forth on the cover page of the Official Statement. 5. Delivered to the Borough herewith is a corporate check payable to the order of the Borough, in clearing house funds in the amount of $50,000. Such check shall be held uncashed until the Closing as security for the performance by the Underwriter of its obligation to accept and pay for the Bonds at the Closing. In the event of our compliance with such obligation such check shall be returned to us at the Closing. In the event the Borough does not accept this offer, the check shall be promptly returned to us. In the event of the Borough's failure to deliver the Bonds at the Closing, or if the Borough shall be unable to satisfy the condi- tions to the obligations of the Underwriter contained in this Contract of Purchase, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Contract of Purchase, such check shall immediately be returned to us. in the event that the Underwriter fails (other than for a reason per- -2- mitted hereunder) to accept delivery of and pay for the Bonds at the Closing, such check shall be retained and cashed by the Borough as and for full liquidated damages for such failure and for any defaults on the part of the Underwriter, and your reten- tion of the proceeds of such check shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. 6. You represent and warrant to the Underwriter as of the date hereof (and it shall be a condition of the obligation of the Underwriter to purchase and accept delivery of the Bonds at the Closing that you shall so represent and warrant as of the date of the Closing) that: (a) The Borough is a municipal corporation duly orga- nized and existing under the Constitution and laws of the State of Alaska. (b) in connection with the issuance of the Bonds, the Borough has complied in all respects with the Constitution and laws of the State of Alaska. (c) The Borough Assembly has (i) duly adopted the Ordi- nance, (ii) duly authorized and approved the Official State- ment and authorized the use of the Preliminary Official Statement prior to the date hereof in connection with the sale of the Bonds and (iii) duly authorized and approved the execution and delivery of the Bonds and this Contract of Purchase. (d) The Borough has full legal right, power and author- ity (i) to enter into this Contract of Purchase, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Ordinance as provided herein, and (iii) to carry out and consummate the transactions contemplated by this Contract of Purchase, the Ordinance and the official Statement. The Borough is not in breach of or default under the Ordinance, any applicable law or administrative regulation of the State of Alaska or the United States of America, or any applicable judgment or decree, or any loan agreement, note, ordinance, resolution, of other agreement or instrument to which the Borough is a party or is otherwise subject, which breach or default would in any way materially adversely affect the authorization or issuance of the Bonds, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute such a breach or default. The adoption of the Ordinance and compliance with the provisions thereof does not violate any applicable law or administrative regulation of the State of Alaska or of any department, division, agency or instrumentality thereof or of the United States, or any applicable judgment or decree to which the Borough is subject, or conflict with or consti- tute a breach of or default under any loan agreement, note, ordinance, resolution, indenture, agreement or other instru- -3- ment to which the Borough is a party or is otherwise subject. The Borough has not received any judicial or administrative notice which in any way questions the Federal tax-exempt status of interest on the Bonds and has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. (e) All approvals, consents and orders of any govern- mental authority, board, agency or commission having juris- diction which would constitute a condition precedent to the performance by the Borough of its obligations hereunder and under the Ordinance and the Bonds and which can reasonably be obtained at this time have been obtained. To the best knowl- edge of the Borough, there is no public vote or referendum pending or proposed, the results of which could in any way adversely affect the transactions contemplated by this Con- tract of Purchase or the validity or enforceability of the Bonds. (f) The Bonds and the Ordinance conform to the descrip- tions thereof contained in the Official Statement; and the Bonds, when issued and delivered in accordance with the Ordi- nance, will be validly issued and outstanding general obliga- tions of the Borough for the payment of the principal of and interest on which the full faith and credit of the Borough are pledged. (g) The financial statements of the Borough contained in the Official Statement fairly present in all material respects the financial positions and results of operations of the Borough as of the dates and for the periods therein set forth, and the Borough has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles consistently applied, except as otherwise noted therein. (h) The Preliminary Official Statement was, as of its date, and the Official Statement is, as of the date hereof, complete and accurate and the Preliminary Official Statement did not, and the Official Statement does not, contain any untrue statement of a material fact or omit to state a material fact necessary to be stated therein for the purposes for which it is to be used or to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect. (i) No litigation is pending or, to the knowledge of the Borough, threatened in any court in any way affecting the existence of the Borough, or seeking to restrain or enjoin the issuance, sale and delivery of the Bonds, or the right, power and authority of the Borough to levy and collect taxes or other moneys pledged or to be pledged to pay the principal of and interest on the Bonds, or the validity and binding -4- effect of the Ordinance or this Contract of Purchase, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the power of the Borough or its authority with respect to the Bonds, the Ordinance or this Contract of Pur- chase, or contesting in any way the exemption from Federal income taxation of interest on the Bonds. (j) Between the date of this Contract of Purchase and the Closing, the Borough will not, without the prior written consent of the Underwriter, issue any bonds, notes or other obligations for borrowed money; and, subsequent to the re- spective dates as of which information is given by the Offi- cial Statement and up to and including the date of the Clos- ing, the Borough has not incurred and will not incur any material liabilities other than those occurring in the ordi- nary course of government operations, nor will there be any adverse change of a material nature in the financial posi- tion, results of operations or condition, financial or other- wise, of the Borough, except as described in the Official Statement. 7. In connection with the purchase and sale of the Bonds pursuant to this Contract of Purchase you hereby covenant that: (a) The Borough will make available such information, execute such instruments and take such other action in co- operation with the Underwriter as the Underwriter may reason- ably request to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate. (b) The Borough will not amend or supplement the Offi- cial Statement without the consent of the Underwriter. If between the date of this Contract of Purchase and the date of the Closing an event occurs affecting the Borough of which the Borough has knowledge and which would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to be stated therein for the purposes for which it is to be used or to make the statements therein, in the light of the circum- stances under which they were made, not misleading in any material respect, the Borough will notify the Underwriter, and if in the opinion of the Borough or the Underwriter such event requires an amendment or supplement to the Official Statement, at your expense you will amend or supplement the Official Statement in a form and in a manner jointly approved by the Borough and the Underwriter. (c) The Borough will apply the proceeds of the Bonds in accordance with the Ordinance. -5- 8. At 9:00 a.m. (Seattle time) on August 13, 1991, or at such other time or on such other date as shall have been mutu- ally agreed upon (the "Closing"), the Borough will deliver the Bonds, duly executed and authenticated, and in form satisfactory for deposit into the book -entry system of The Depository Trust Company, together with the other documents hereinafter mentioned, and the Underwriter will accept such delivery and pay the purchase price of the Bonds by Federal funds check payable to, or upon the order of, the Borough, or by other available funds transfer. Delivery of the Bonds shall be made to the Underwriter at the offices of The Depository Trust Company and the Closing shall take place at the offices of the Underwriter in Seattle, Washington or at such other place as shall have been mutually agreed upon. The Bonds will be made available for checking at the offices of The Depository Trust Company not later than two business days prior to the Closing. 9. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the Borough contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the per- formance by the Borough of its obligations hereunder at or prior to the date of the Closing. Accordingly, the Underwriter's obli- gations under this Contract of Purchase to purchase, to accept delivery of and to pay for the Bonds are subject to the perform- ance by the Borough of its obligations to be performed hereunder and under such aforesaid documents and instruments at or prior to the Closing, and are also subject to the following conditions: (a) The representations and warranties of the Borough contained herein will be true, complete and correct on the date hereof, and on and as of the date of the Closing with the same effect as if made on the date of the Closing. (b) At the time of the Closing, (i) the Ordinance will be in full force and effect, and will not have been amended, modified or supplemented since the date hereof; (ii) the Official Statement will not have been amended, modified or supplemented, except as may have been agreed to by the Under- writer; (iii) the Bond Insurer shall deliver its Bond Insur- ance Policy with respect to the Bonds; and (iv) all necessary action of the Borough relating to the issuance of the Bonds will have been taken and will be in full force and effect and will not have been amended, modified or supplemented, except with the consent of the Underwriter. (c) The Underwriter has the right to terminate its obligations under this Contract of Purchase to purchase, to accept delivery of and to pay for the Bonds by notifying the Borough of its election to do so if, after the execution hereof and prior to the Closing: (i) a committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation, which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing Federal income taxation upon revenues or other income of the Borough or upon interest received on obligations of the general character of the Bonds, or the Bonds, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds. (ii) a tentative decision with respect to legisla- tion shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably re- ported by such a committee or be introduced, by amend- ment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the Presi- dent of the United States, or be enacted by the Congress of the United States, or a decision by a court estab- lished under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed hav- ing the purpose or effect of imposing Federal income taxation, or any other event shall have occurred which would result in the imposition of Federal income taxa- tion, upon revenues or other income of the Borough or upon interest received on obligations of the general character of the Bonds or the Bonds, which, in the Underwriter's opinion, would materially adversely affect the market price of the Bonds. (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmen- tal body, department or agency of the State of Alaska, or a decision by any court of competent jurisdiction within the State of Alaska shall be rendered, which materially adversely affects the market price of the Bonds. (iv) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Ex- change Commission or any other governmental agency hav- ing jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the Securities Act of 1933, as amended, or the Securities Exchange Act dG of 1934, as amended, or that the Ordinance needs to be qualified under the Trust Indenture Act of 1939, as amended. (v) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from regis- tration under or other requirements of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or that the Ordinance is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended. (vi) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange. (vii) a general banking moratorium shall have been established by Federal, Alaska or New York authorities. (viii) a war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds. (ix) an event occurs which requires an amendment or supplement to the Official Statement as contemplated in Section 7(b) hereof, which event, in the Underwriter's opinion, materially adversely affects the market price of the Bonds. (x) the rating of the Bonds shall have been down- graded or withdrawn by a national rating service, or a national rating service announces that the rating on the Bonds is under review, which, in the Underwriter's opin- ion, materially adversely affects the market price of the Bonds. (d) At or prior to the Closing, the Underwriter will have received each of the following documents: (i) Six copies of the Official Statement of the Borough, executed by the Finance Director of the Borough. -8- (ii) Copies, duly certified by the Borough Clerk, of the Bond Ordinance and the Award Resolution, as adopted by the Borough Assembly. (iii) The approving opinion, dated the date of the Closing of Bond Counsel to the Borough, in substantially the form attached to the Official Statement, and addressed to the Borough and the Underwriter. (iv) An opinion or opinions, dated the date of the Closing and addressed to the Underwriter, of Bond Coun- sel to the Borough, to the effect that (A) this Contract of Purchase has been duly authorized, executed and de- livered by, and constitutes a binding agreement in ac- cordance with its terms of, the Borough (but such opin- ion as to enforceability may be qualified with respect to bankruptcy, insolvency and other laws affecting cred- itors' rights or remedies); (B) the Bonds are not sub- ject to the registration requirements of the Securities Act of 1933, as amended, and the Ordinance is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (C) the statements contained in the Official Statement under the captions "DESCRIPTION OF THE 1991 BONDS," "QUALIFIED TAX-EXEMPT OBLIGATIONS" and "TAX EXEMPTION" are fair and accurate statements or summaries of the matters therein set forth and nothing has come to their attention which leads them to believe that such information contains an untrue statement of a material fact or omits to state a material fact neces- sary to make the statements therein, in the light of the circumstances under which they were made, not mislead- ing. (v) An opinion, dated the date of the Closing and addressed to the Underwriter, of the Borough Attorney of the Borough to the effect that (A) to his knowledge com- pliance with the provisions of the Ordinance does not conflict with, or constitute a breach of or default under, any applicable law, administrative regulation, court order or consent decree of the State of Alaska or any department, division, agency, or instrumentality thereof or of the United States or any loan agreement, note, resolution, indenture, agreement or other instru- ment to which the Borough is a party or may otherwise be subject; (B) all approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance by the Borough of its obli- gations under this Contract of Purchase, the Ordinance and the Bonds and which can reasonably be obtained at this time have been obtained; (C) there is no litigation or proceeding pending, or to his knowledge after due inquiry threatened, in any way affecting the corporate existence of the Borough, or the titles of its officers SZ to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the right, power and authority of the Borough to levy and collect taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Ordinance or this Contract of Purchase, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Borough or its authority with respect to the Bonds, the Ordinance or this Contract of Purchase; and (D) based on the examination made by such counsel, such counsel has no reason to believe that the material in the Official Statement under the caption "LITIGATION AND REGULATORY PROCEEDINGS" contains any untrue state- ment of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. (vi) An opinion, dated the date of the Closing and addressed to the Underwriter, of counsel for the Under- writer, to the effect that (A) the Bonds are exempted securities which do not require registration under the Securities Act of 1933, as amended, and the Bond Ordi- nance need not be qualified under the Trust Indenture Act of 1939, as amended; and (B) that based upon their participation in the preparation of the Official State- ment as counsel for the Underwriter and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement and except for financial and statistical statements and data included therein, as to which no view need be expressed, such counsel has no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect. (vii) A certificate, dated the date of the Closing, of the Mayor or Finance Director of the Borough to the effect that (A) the representations and warranties of the Borough contained herein are true and correct in all material respects on and as of the date of the Closing with the same effect as if made on the date of the Clos- ing; (B) no litigation is pending or, to their knowl- edge, threatened in any court in any way affecting the corporate existence of the Borough, or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, or the right of the Borough to levy and col- lect taxes pledged or to be pledged to pay the principal -10- of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or en- forceability of the Bonds, the Ordinance or this Con- tract of Purchase, or contesting in any way the com- pleteness or accuracy of the Preliminary Official State- ment or the official Statement, or contesting the power of the Borough or its authority with respect to the Bonds, the Ordinance or this Contract of Purchase; (C) the information contained in the Official Statement (other than information relating to Municipal Bond Insurance as to which no opinion need be expressed) does not contain any untrue statement of a material fact or omit to state a material fact that should be stated therein for the purpose for which it is to be used or that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; (D) to the best of the knowledge of said officer, no event affecting the Borough has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or that it is necessary to disclose therein in order to make the statements and information therein not mislead- ing in any material respect; and (E) the Borough has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing. (viii) A copy of the Bond Insurance Policy. (ix) An opinion of counsel to the Bond Insurer dated the date of Closing to the effect that the Bond Insurance Policy is valid and binding upon the Bond Insurer and enforceable in accordance with its terms, subject to applicable laws affecting creditors' rights generally. (x) Two counterpart originals of a transcript of all proceedings relating to the authorization and is- suance of the Bonds. (xi) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the representations, warranties and covenants of the Borough contained herein and of the statements and in- formation contained in the Official Statement and the due performance or satisfaction by the Borough at or prior to the Closing of all agreements then to be per- formed and all conditions then to be satisfied by the Borough. -11- All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Contract of Purchase will be deemed to be in compliance with the provisions hereof if, but only if, they are in substance satisfactory to the Underwriter. 10. If the Borough is unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept de- livery of and to pay for the Bonds contained in this Contract of Purchase, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds are terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase will terminate and neither the Underwriter nor the Borough will be under further obligation or have any further lia- bility hereunder, except as to the obligations set forth in para- graph 5 and paragraph 11 hereof. 11. The Underwriter will be under no obligation to pay expenses incident to the performance of the obligations of the Borough hereunder, including but not limited to: (i) the cost of the preparation and reproduction of the Ordinance, the Preliminary Official Statement (including any amendments or supplements there- to) and the Official Statement (including any amendments or sup- plements thereto); (ii) the cost of the preparation and printing of the Bonds; (iii) the fees and disbursements of Bond Counsel to the Borough; (iv) the fees and disbursements of the accountants and advisors of the Borough and of any consultants retained by the Borough; (v) the bond insurance premium; and (vi) fees for bond ratings. The Underwriter will pay: (i) the cost of preparation and printing of this Contract or Purchase; (ii) the costs of prep- aration and printing of any Blue Sky and Legal Investment Memoran- da; (iii) all advertising expenses in connection with the public offering of the Bonds; (iv) all other expenses incurred by the Underwriter in connection with their public offering and distribu- tion of the Bonds, including the fees and disbursements of counsel retained by the Underwriter. 12. Any notice or other communication to be given to the Borough under this Contract of Purchase must be given by de- livering the same in writing to the Finance Director of the Borough and any notice or other communication to be given to the Underwriter under this Contract of Purchase must be given by de- livering the same in writing to: John Nuveen & Co. Incorporated, 333 West Wacker Drive, Chicago, Illinois 60606, Attention: Investment Banking Division. 13. This Contract of Purchase is made solely for the benefit of the Borough and the Underwriter (including the succes- sors or assigns of the Underwriter), and no other person may acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and covenants of the Borough con- tained in this Contract of Purchase will remain operative and in full force and effect regardless of delivery of and payment for the Bonds pursuant to this Contract of Purchase. -12- 14. Time is of the essence in consummation of the transactions contemplated by this Contract of Purchase. 15. This Contract of Purchase will become effective upon the execution of the acceptance hereof by the appropriate officers of the Borough and will be valid and enforceable as of the time of such acceptance. Accepted by resolution of the Borough Assembly adopted this 18th day of July, 1991. KODIAK ISLAND BOROUGH By May Ci iL44 : very truly yours, JOHN NUVEEN & CO. INCORPORATED By Z 0 ",V ' I Assistant Vice -President John Nuveen & Co. Incorporated -13- Schedule A MATURITY SCHEDULE GENERAL OBLIGATION SCHOOL REFUNDING BONDS, 1991 SERIES A MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE REOFFERING PRICE December 1, 1991 $535,000 4.65 80 100.004 100.00 June 1, 1992 250,000 5,20 100.00 00 December 1, 1992 795,000 5.30 822 June 1, 1993 250,000 5.30 99.777 December 1, 1993 780,000 5.60 99.735 June 1, 1994 250,000 5.60 99.693 December 1, 1994 765,000 5.80 99.653 June 1, 1995 250,000 5.80 99.614 December 1, 1995 750,000 5.90 99.577 June 1, 1996 250,000 LG/be 7/17/91 —14—