2013-02-21 Special Meeting Kodiak Island Borough
Assembly Special Meeting Agenda
Thursday, February 21, 2013, 11:30 a.m.
Borough Conference Room
1. ROLL CALL
2. CITIZENS COMMENTS (Limited to Three Minutes per Speaker)
3. CONSIDERATION OF MATTERS IN THE CALL FOR THE SPECIAL MEETING
A. Resolution No. FY2013 -26 Authorizing the Borough to Issue General Obligation
School Bonds in the Principal Amount Not to Exceed $25,000,000 to Provide Funds
for School and Related Capital Improvements in the Borough and to Pay Costs of
Issuing the Bonds, Fixing Certain Details of Such Bonds, Authorizing Their Sale, and
Providing for Related Matters.
4. ADJOURNMENT
This meeting was called by the Mayor and Assembly.
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,c4:' 1. t K ISLAND BOROUGH
r V n Qa` ,
t AGENDA STATEMENT
SPECIAL MEETING OF: FEBRUARY 21, 2013 ITEM NO.: 3.A
TITLE: Resolution No. FY2013 -26 Authorizing the Borough to Issue General Obligation
School Bonds in the Principal Amount Not to Exceed $25,000,000 to Provide
Funds for School and Related Capital Improvements in the Borough and to Pay
Costs of Issuing the Bonds, Fixing Certain Details of Such Bonds, Authorizing
Their Sale, and Providing for Related Matters.
ORIGINATOR: Finance Director
FISCAL IMPACT: ❑ Yes $ or ❑ No Funds Available ❑ Yes ❑ No
Account Number: Amount Budgeted:
ATTACHMENTS: Resolution No. FY2013 -26
APPROVAL FOR AGENDA:
SUMMARY STATEMENT: /
Section 29.47.410 of the Alaska Statutes provides that the Assembly by resolution may provide
for the form and manner of sale of bonds and notes. Pursuant to Ordinance No. FY 2010 -03of
the Kodiak Island Borough, Alaska adopted August 6, 2009, the question of whether the
Borough should issue not to exceed $76,310,000, in general obligation bonds for the purpose of
paying the cost of planning, designing, and constructing school and related capital
improvements in the Borough, including without limitation, the reconstruction and renovation of
the Kodiak High School, was presented to the voters at the regular Borough election held on
October 6, 2009, as Proposition No. 1 ( "Proposition 1 "). Proposition 1 was passed and
approved by the voters. The Assembly finds that it is in the best interest of the Borough to plan,
design, and construct the school capital improvements described in Proposition 1 as the
reconstruction and renovation of the Kodiak High School (the "Project "), and to issue not to
exceed $25,000,000 principal amount of general obligation bonds referred to in Proposition 1, to
pay part of the costs of the Project and costs of issuing the bonds.
RECOMMENDED MOTION: Move to adopt Resolution No. FY2013 -26.
Kodiak Island Borough Page 1 of 1
1 Introduced by: Borough Manager
2 Requested by: Finance Director
Drafted by: Bond Counsel
3 Introduced: 02/21/2013
4 Adopted: 02/21/2013
5
6
7 KODIAK ISLAND BOROUGH, ALASKA
8 RESOLUTION NO. FY2013 -26
9
10 A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY
11 AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION
12 SCHOOL BONDS IN THE PRINCIPAL AMOUNT NOT TO EXCEED
13 $25,000,000 TO PROVIDE FUNDS FOR SCHOOL AND RELATED
14 CAPITAL IMPROVEMENTS IN THE BOROUGH AND TO PAY COSTS
15 OF ISSUING THE BONDS, FIXING CERTAIN DETAILS OF SUCH
16 BONDS, AUTHORIZING THEIR SALE, AND PROVIDING FOR RELATED
17 MATTERS
18
19 WHEREAS, pursuant to Ordinance No. FY2010 -03 of the Kodiak Island Borough, Alaska
20 (the "Borough") adopted August 6, 2009, a question whether the Borough should issue
21 not to exceed $76,310,000, in general obligation bonds for the purpose of paying the cost
22 of planning, designing, and constructing school and related capital improvements in the
23 Borough, including without limitation, the reconstruction and renovation of the Kodiak High
24 School, referred to at the regular Borough election held on October 6, 2009, as
25 Proposition No. 1 ( "Proposition 1 "), was passed and approved; and
26
27 WHEREAS, $68,310,000 principal amount of general obligation bonds remains unissued
28 under Proposition 1; and
29
30 WHEREAS, the Borough received $7,000,000 grant funding that may ultimately reduce
31 the amount of bond proceeds needed for the project; and
32
33 WHEREAS, the Assembly finds that it is in the best interest of the Borough to plan,
34 design, and construct the school capital improvements described in Proposition 1 as the
35 reconstruction and renovation of the Kodiak High School (the "Project "), and to issue not
36 to exceed $25,000,000 principal amount of general obligation bonds referred to in
37 Proposition 1, to pay part of the costs of the Project and costs of issuing the bonds; and
38
39 WHEREAS, Section 29.47.410 of the Alaska Statutes provides that the Assembly by
40 resolution may provide for the form and manner of sale of bonds and notes; and
41
42 WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each of
43 the Borough Manager and Borough Finance Director authority to determine the maturity
44 amounts, interest rates, and other details of the bonds, and to determine other matters
45 that are not provided for in this resolution, including without limit, whether to sell the Bonds
46 to the Alaska Municipal Bond Bank (the "Bond Bank ") or another Financial Institution or to
47 offer the Bonds at public sale.
48
49
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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50 NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK
51 ISLAND BOROUGH THAT:
52
53 Section 1. Definitions. In addition to terms which are defined in the recitals above, the
54 following terms shall have the following meanings in this Resolution:
55 (a) "Assembly" means the Assembly of the Kodiak Island Borough, as
56 the general legislative authority of the Kodiak Island Borough, as the same
57 shall be duly and regularly constituted from time to time.
58
59 (b) "Bond" or "Bonds" means any of the "General Obligation School
60 Bonds" of the Kodiak Island Borough, the issuance and sale of which are
61 authorized herein.
62
63 (c) "Bond Bank" means the Alaska Municipal Bond Bank, a public
64 corporation of the State of Alaska.
65
66 (d) "Bond Bank Bonds" means the series of general obligation bonds
67 issued by the Bond Bank, all or part of the proceeds of which are used to
68 purchase the Bonds.
69
70 (e) "Bond Register" means the registration books maintained by the
71 Registrar, which include the names and addresses of the Registered
72 Owners of the Bonds or their nominees.
73
74 (f) "Borough" means the Kodiak Island Borough, a municipal
75 corporation of the State of Alaska, organized as a second class Borough
76 under Title 29 of the Alaska Statutes.
77
78 (g) "Borough Manager" means the Manager or Administrative Official of
79 the Borough.
80
81 (h) "Code" means the Internal Revenue Code of 1986, as amended
82 from time to time, together with all regulations applicable thereto.
83
84 ( "Cost" or "Costs" means the cost of planning, designing, acquiring
85 property for, acquiring, constructing, installing and equipping the Project,
86 including interest on the Bonds during the period of planning, designing,
87 acquiring property for, acquiring, constructing, installing, and equipping the
88 Project, the cost whether incurred by the Borough or by another of field
89 surveys and advance planning undertaken in connection with the Project
90 properly allocable to the Project, the cost of acquisition of any land or
91 interest therein required as the site or sites of the Project or for use in
92 connection therewith, the cost of any indemnity and surety bonds and
93 premiums on insurance incurred in connection with the Project prior to or
94 during construction thereof, all related direct administrative and inspection
95 expenses whether incurred by the Borough or by another in connection
96 with the Project prior to or during construction thereof and allocable
97 portions of direct costs of the Borough, legal fees, costs of issuance of the
98 Bonds by the Borough, including financing charges and fees and expenses
99 of bond counsel, financial advisors and consultants in connection therewith,
100 the cost of any bond insurance premium and bond ratings, the cost of
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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101 audits, the cost of all machinery, apparatus, and equipment, cost of
102 engineering, architectural services, designs, plans, specifications and
103 surveys, estimates of cost, the reimbursement of all moneys advanced
104 from whatever source for the payment of any item or items of cost of the
105 Project, and all other expenses necessary or incidental to the acquisition
106 and development of the Project, the financing thereof and the putting of the
107 same in use and operation.
108
109 (j) "Financial Institution" means any bank or other financial institution
110 insured by the Federal Deposit Insurance Corporation or the Federal
111 Savings and Loan Corporation.
112 (k) "Government Obligations" means obligations that are either (i)
113 direct obligations of the United States of America or (ii) obligations of an
114 agency or instrumentality of the United States of America the timely
115 payment of the principal of and interest on which are unconditionally
116 guaranteed by the United States of America.
117
118 (I) "Loan Agreement" means the Loan Agreement between the
119 Borough and the Bond Bank or other Financial Institution concerning the
120 Bonds.
121
122 (m) "Registered Owner" means the person named as the registered
123 owner of a Bond in the Bond Register.
124
125 (n) "Registrar" means the Borough Finance Director, or any successor
126 that the Borough may appoint by resolution.
127
128 (o) "Resolution" means this Resolution No. FY2013 -26 of the Borough.
129
130 Section 2. Authorization of Bonds and Purpose of Issuance. For the purpose of
131 providing funds for financing the acquisition, design, construction, and
132 equipping of the Project and paying costs of issuance of the Bonds, the
133 Borough shall issue and sell revenue bonds designated "Kodiak Island
134 Borough, Alaska, General Obligation School Bonds" (the "Bonds") in the
135 aggregate principal amount of not to exceed $25,000,000. The proceeds
136 of the Bonds shall be used to pay the costs to finance, design, acquire,
137 construct, and equip the Project. Issuance costs financed by the Bonds
138 shall not exceed two percent of the proceeds of the Bonds. The Project
139 serves a public purpose of the Borough.
140
141 The Manager and /or the Finance Director are hereby authorized to
142 determine whether the Bonds shall be sold to the Bond Bank or Financial
143 Institution or sold at public sale, whether to issue a portion of the Bonds as
144 bank - qualified small issuer bonds, and whether to issue the Bonds in one
145 or more issues, but in no event shall the aggregate principal exceed
146 $25,000,000.
147
148
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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149 Section 3. Obligation of Bonds. The Bonds shall be direct and general obligations of
150 the Borough and the full faith and credit of the Borough are hereby pledged
151 to the payment of the principal of and interest on the Bonds. The Borough
152 hereby irrevocably pledges and covenants that it will levy and collect taxes
153 upon all taxable property within the Borough without limitation as to rate or
154 amount, in amounts sufficient, together with other funds legally available
155 therefor, to pay the principal of and interest on the Bonds as the same
156 become due and payable.
157
158 Section 4. Designation, Maturities, Interest Rates, and Other Details of Bonds. The
159 Bonds shall be designated "Kodiak Island Borough, Alaska, General
160 Obligation School Bonds." The Bonds shall be in the denomination of
161 $5,000 or any integral multiple thereof, shall be numbered separately in the
162 manner and with such additional designation as the Registrar deems
163 necessary for purposes of identification, and may have endorsed thereon
164 such legends or text as may be necessary or appropriate to conform to the
165 rules and regulations of any governmental authority or any usage or
166 requirement of law with respect thereto.
167
168 The Bonds shall mature in one or more years commencing no earlier than
169 2014 and ending no later than 2034. The Bonds shall bear interest from
170 their date, payable commencing on a date on or after July 1, 2013, and
171 semi- annually thereafter. Interest will be computed on the basis of a 360-
172 day year consisting of twelve 30 -day months.
173
174 Subject to Section 2 and the remainder of this Section, the dated date, the
175 principal and interest payment dates, the record dates for interest
176 payments, the aggregate principal amount, the principal amount of each
177 maturity, and the interest rates on the Bonds shall be determined at the
178 time of execution of the Loan Agreement at or before public sale of the
179 Bonds under Section 17.
180
181 Section 5. Optional Redemption. The Bonds, if any, subject to optional redemption by
182 the Borough, the time or times when such Bonds are subject to optional
183 redemption, the terms upon which such Bonds may be redeemed, and the
184 redemption price or redemption prices for such Bonds, shall be determined
185 at the time of sale of the Bonds by the Borough Manager or Finance
186 Director.
187
188 Section 6. Selection of Bonds for Redemption; Notice of Redemption.
189
190 (a) Selection of Bonds for Redemption. When and if the Bond Bank or
191 a Financial Institution is the Registered Owner of the Bonds, the selection
192 of Bonds to be redeemed shall be made as provided in the Loan
193 Agreement. When and if the Bond Bank or a Financial Institution is not the
194 Registered Owner of the Bonds, the selection of Bonds to be redeemed
195 shall be made as provided in this subsection (a). If the Borough redeems at
196 any one time fewer than all of the Bonds having the same maturity date,
197 the particular Bonds or portions of Bonds of such maturity to be redeemed
198 shall be selected by lot (or in such other manner determined by the
199 Registrar) in increments of $5,000. In the case of a Bond of a
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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200 denomination greater than 5,000, the Borough shall treat such Bond as
201 representing such number of separate Bonds each of the denomination of
202 $5,000 as is obtained by dividing the actual principal amount of such Bond
203 by $5,000. In the event that only a portion of the principal amount of a
204 Bond is redeemed, upon surrender of such Bond at the office of the
205 Registrar there shall be issued to the Registered Owner, without charge
206 therefor, for the then unredeemed balance of the principal sum thereof, at
207 the option of the Registered Owner, a Bond or Bonds of like maturity and
208 interest rate in any of the denominations authorized herein.
209
210 (b) Notice of Redemption. When and if the Bond Bank or a Financial
211 Institution is the Registered Owner of the Bonds, notice of any intended
212 redemption of Bonds shall be given as provided in the Loan Agreement.
213 When and if the Bond Bank or a Financial Institution is not the Registered
214 Owner of the Bonds, notice of any intended redemption of Bonds shall be
215 made as provided in this subsection (b). Notice of redemption shall be
216 mailed not less than 30 or more than 45 days prior to the date fixed for
217 redemption by first class mail to Registered Owners of the Bonds to be
218 redeemed at their addresses as they appear on the Bond Register on the
219 day the notice is mailed. Notice of redemption shall be deemed to have
220 been given when the notice is mailed as herein provided, whether or not it
221 is actually received by the Registered Owners. All notices of redemption
222 shall be dated and shall state: (1) the redemption date; (2) the redemption
223 price; (3) if fewer than all outstanding Bonds are to be redeemed, the
224 identification (and, in the case of partial redemption, the respective
225 principal amounts) of the Bonds to be redeemed; (4) that on the
226 redemption date the redemption price will become due and payable upon
227 each such Bond or portion thereof called for redemption, and that interest
228 thereon shall cease to accrue from and after said date; and (5) the place
229 where such Bonds are to be surrendered for payment of the redemption
230 price, which place of payment shall be the office of the Registrar.
231
232 Official notice of redemption having been given as stated above, Bonds or
233 portions of Bonds to be redeemed shall, on the redemption date, become
234 due and payable at the redemption price therein specified, and from and
235 after such date, such Bonds or portions of Bonds shall cease to bear
236 interest. Upon surrender of such Bonds for redemption in accordance with
237 said notice, such Bonds shall be paid at the redemption price. Installments
238 of interest due on or prior to the redemption date shall be payable as herein
239 provided for payment of interest. All Bonds which have been redeemed
240 shall be canceled and destroyed by the Registrar and shall not be reissued.
241
242 Each check or other transfer of funds issued to pay the redemption price of
243 Bonds shall bear the CUSIP number, if any, identifying, by maturity the
244 Bonds being redeemed with the proceeds of such check or other transfer.
245
246
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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247 Section 7. Form of Bond. Each Bond shall be in substantially the following form, with
248 such variations, omissions, and insertions as may be required or permitted
249 by this Resolution:
250
251 UNITED STATES OF AMERICA
252
253 KODIAK ISLAND BOROUGH, ALASKA
254
255 NO. $
256
257
258 GENERAL OBLIGATION SCHOOL BONDS
259
260 REGISTERED OWNER:
261
262 PRINCIPAL AMOUNT:
263
264 The Kodiak Island Borough (the "Borough") a municipal corporation
265 of the State of Alaska, hereby acknowledges itself to owe and for value
266 received promises to pay to the Registered Owner identified above, or its
267 registered assigns, the principal amount shown above in the following
268 installments on of each of the following years, and to pay interest on such
269 installments from the date hereof, payable on 201_ and semiannually
270 thereafter on the _ days of and of each year, at the rates per annum as
271 follows:
272
Maturity Principal Interest
Date Amount Rate
273
274 When and if this Bond is owned by the Alaska Municipal Bond Bank
275 or a Financial Institution, payment of principal and interest shall be made
276 as provided in the Loan Agreement between the Bond Bank /Financial
277 Institution and the Borough (the "Loan Agreement "). When and if this Bond
278 is not owned by the Bond Bank /Financial Institution, installments of
279 principal and interest on this Bond shall be paid by check or draft mailed by
280 first class mail to the Registered Owner as of the close of business on the
281 15th day of the month before each installment payment date; provided that
282 the final installment of principal and interest on this Bond shall be payable
283 upon presentation and surrender of this Bond by the Registered Owner at
284 the office of the Registrar. Interest will be computed on the basis of a 360-
285 day year consisting of twelve 30 -day months. Both principal of and interest
286 on this Bond are payable in lawful money of the United States of America
287 which, on the respective dates of payment thereof, shall be legal tender for
288 the payment of public and private debts.
289
290 This Bond is one of the General Obligation School Bonds of the
291 Kodiak Island Borough, Alaska, of like tenor and effect except as to interest
292 rate, serial number, and maturity, aggregating in principal amount, and
293 constituting Bonds authorized for the purpose of paying the cost of school
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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294 and related capital improvements in the Borough, and is issued under
295 Resolution No. FY2013 -26 of the Borough entitled:
296
297 A RESOLUTION OF THE KODIAK ISLAND BOROUGH
298 ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE
299 GENERAL OBLIGATION SCHOOL BONDS IN THE
300 PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000
301 TO PROVIDE FUNDS FOR SCHOOL AND RELATED
302 CAPITAL IMPROVEMENTS IN THE BOROUGH AND TO
303 PAY COSTS OF ISSUING THE BONDS, FIXING CERTAIN
304 DETAILS OF SUCH BONDS, AUTHORIZING THEIR
305 SALE, AND PROVIDING FOR RELATED MATTERS
306
307 (the "Resolution").
308
309 The Bonds [Installments of principal of this Bond] maturing on and
310 after , 20_, shall be subject to prepayment on and after
311 , 20_, at the option of the Borough [(subject to any applicable
312 provisions of the Loan Agreement)], in such principal amounts and from
313 such maturities as the Borough may determine, and by lot within a maturity,
314 at a redemption price equal to the principal amount to be prepaid, plus
315 accrued interest to the date of prepayment.
316
317 This Bond is transferable as provided in the Resolution, (i) only
318 upon the bond register of the Borough, and (ii) upon surrender of this Bond
319 together with a written instrument of transfer duly executed by the
320 registered owner or the duly authorized attorney of the registered owner,
321 and thereupon a new fully registered Bond or Bonds in the same aggregate
322 principal amount and maturity shall be issued to the transferee in exchange
323 therefor as provided in the Resolution and upon the payment of charges, if
324 any, as therein prescribed. The Borough may treat and consider the
325 person in whose name this Bond is registered as the absolute owner
326 hereof for the purpose of receiving payment of, or on account of, the
327 principal or redemption price, if any, hereof and interest due hereon and for
328 all other purposes whatsoever.
329
330 This Bond is a general obligation of the Kodiak Island Borough, and
331 the full faith and credit of the Borough are pledged for the payment of the
332 principal of and interest on the Bond as the same shall become due.
333 IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts
334 or things required by the constitution or statutes of the State of Alaska to
335 exist, to have happened or to have been performed precedent to or in the
336 issuance of this Bond exist, have happened and have been performed, and
337 that the series of Bonds of which this is one, together with all other
338 indebtedness of the Borough, is within every debt and other limit prescribed
339 by said constitution or statutes.
340
341
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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342 IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH,
343 ALASKA, has caused this Bond to be signed in its name and on its behalf
344 by the manual or facsimile signature of its Mayor and its corporate seal (or
345 a facsimile thereof) to be impressed or otherwise reproduced hereon and
346 attested by the manual or facsimile signature of its Clerk, all as of the
347 day of 2013.
348
349 KODIAK ISLAND BOROUGH
350
351
352
353 Jerome M. Selby, Borough
354 Mayor
355
356
357 ATTEST:
358
359
360
361 Nova M. Javier, MMC, Borough Clerk
362
363 Section 8. Execution. The Bonds shall be executed in the name of the Borough by
364 the manual or facsimile signature of the Mayor, and its corporate seal (or a
365 facsimile thereof) shall be impressed or otherwise reproduced thereon and
366 attested by the manual or facsimile signature of the Borough Clerk. The
367 execution of a Bond on behalf of the Borough by persons who at the time
368 of the execution are duly authorized to hold the proper offices shall be valid
369 and sufficient for all purposes, although any such person shall have ceased
370 to hold office at the time of delivery of the Bond or shall not have held office
371 on the date of the Bond.
372
373 Section 9. Payment of Principal and Interest. The Bonds shall be payable in lawful
374 money of the United States of America which at the time of payment is
375 legal tender for the payment of public and private debts. When and if the
376 Bond Bank or a Financial Institution is the Registered Owner of the Bonds,
377 payment of principal and interest on the Bonds shall be made as provided
378 in the Loan Agreement. When and if the Bond Bank or a Financial
379 Institution is not the Registered Owner of the Bonds, installments of
380 principal and interest on the Bonds shall be paid by check mailed by first
381 class mail to the Registered Owner as of the record date for the installment
382 payment at the address appearing on the Bond Register; provided that the
383 final installment of principal and interest on a Bond shall be payable upon
384 presentation and surrender of the Bond by the Registered Owner at the
385 office of the Registrar.
386
387 Section 10. Registration. The Bonds shall be issued only in registered form as to both
388 principal and interest. The Borough designates the Borough Finance
389 Director as Registrar for the Bonds. The Registrar shall keep, or cause to
390 be kept, the Bond Register at the principal office of the Borough. The
391 Borough covenants that, until all Bonds have been surrendered and
392 canceled, it will maintain a system for recording the ownership of each
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
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393 Bond that complies with the provisions of Section 149 of the Code. The
394 Borough and the Registrar may treat the person in whose name any Bond
395 shall be registered as the absolute owner of such Bond for all purposes,
396 whether or not the Bond shall be overdue, and all payments of principal of
397 and interest on a Bond made to the Registered Owner thereof or upon its
398 order shall be valid and effectual to satisfy and discharge the liability upon
399 such Bond to the extent of the sum or sums so paid, and neither the
400 Borough nor the Registrar shall be affected by any notice to the contrary.
401
402 Section 11. Transfer and Exchange. Bonds shall be transferred only upon the books
403 for the registration and transfer of Bonds kept at the office of the Registrar.
404 Upon surrender for transfer or exchange of any Bond at such office, with a
405 written instrument of transfer or authorization for exchange in form and with
406 guaranty of signature satisfactory to the Registrar, duly executed by the
407 Registered Owner or the duly authorized attorney of the Registered Owner,
408 the Borough shall execute and deliver an equal aggregate principal amount
409 of Bonds of the same maturity of any authorized denominations, subject to
410 such reasonable regulations as the Borough may prescribe and upon
411 payment sufficient to reimburse it for any tax, fee or other governmental
412 charge required to be paid in connection with such transfer or exchange.
413 All Bonds surrendered for transfer or exchange shall be canceled by the
414 Registrar.
415
416 Section 12. Bonds Mutilated, Destroyed, Stolen, or Lost. Upon surrender to the
417 Registrar of a mutilated Bond, the Borough shall execute and deliver a new
418 Bond of like maturity and principal amount. Upon filing with the Registrar of
419 evidence satisfactory to the Borough that a Bond has been destroyed,
420 stolen, or lost and of the ownership thereof, and upon furnishing the
421 Borough with indemnity satisfactory to it, the Borough shall execute and
422 deliver a new Bond of like maturity and principal amount. The person
423 requesting the execution and delivery of a new Bond under this section
424 shall comply with such other reasonable regulations as the Borough may
425 prescribe and pay such expenses as the Borough may incur in connection
426 therewith.
427
428 Section 13. Disposition of the Sale Proceeds of the Bonds. The sale proceeds of the
429 Bonds representing accrued interest on the Bonds shall be applied to pay a
430 portion of the interest due on the Bonds on the first interest payment date
431 for the Bonds. The sale proceeds of the Bonds representing original issue
432 premium on the Bonds shall be applied to pay issuance costs of the Bonds,
433 a portion of the interest due on the Bonds on the first interest payment date
434 for the Bonds, or Costs of the Project, and shall be deposited in such
435 manner, as the Borough Manager or the Borough Finance Director may
436 determine. The remaining sale proceeds of the Bonds shall be applied to
437 pay Costs of the Project and issuance costs of the Bonds, and shall be
438 deposited in the appropriate funds or accounts of the Borough for such
439 purposes.
440
441
442
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443 Section 14. Tax Covenants. The Borough covenants to comply with any and all
444 applicable requirements set forth in the Code in effect from time to time to
445 the extent that such compliance shall be necessary for the exclusion of the
446 interest on the Bonds from gross income for federal income tax purposes.
447 The Borough covenants that it will make no use of the proceeds of the
448 Bonds which will cause the Bonds to be "arbitrage bonds" subject to
449 federal income taxation by reason of Section 148 of the Code. The
450 Borough covenants that it will not take or permit any action that would
451 cause the Bonds to be "private activity bonds" as defined in Section 141 of
452 the Code.
453 Section 15. Amendatory and Supplemental Resolutions.
454
455 (a) The Assembly from time to time and at any time may adopt a
456 resolution or resolutions supplemental hereto, which resolution or
457 resolutions thereafter shall become a part of this Resolution, for any one or
458 more of the following purposes:
459
460 (1) To add to the covenants and agreements of the Borough in
461 this Resolution, other covenants and agreements thereafter to be
462 observed or to surrender any right or power herein reserved to or
463 conferred upon the Borough.
464
465 (2) To make such provisions for the purpose of curing any
466 ambiguities or of curing, correcting or supplementing any defective
467 provision contained in this Resolution or in regard to matters or
468 questions arising under this Resolution as the Assembly may deem
469 necessary or desirable and not inconsistent with this Resolution and
470 which shall not adversely affect the interests of the Registered
471 Owners of the Bonds.
472
473 Any such supplemental resolution may be adopted without the consent of
474 the Registered Owners of any of the Bonds at any time outstanding,
475 notwithstanding any of the provisions of subsection (b) of this section.
476
477 (b) With the consent of the Registered Owners of not less than 60
478 percent in aggregate principal amount of the Bonds at the time outstanding,
479 the Assembly may adopt a resolution or resolutions supplemental hereto
480 for the purpose of adding any provisions to or changing in any manner or
481 eliminating any of the provisions of this Resolution or of any supplemental
482 resolution; provided, however, that no such supplemental resolution shall:
483
484 (1) Extend the fixed maturity of any of the Bonds, or reduce the
485 rate of interest thereon, or extend the time of payments of interest
486 from their due date, or reduce the amount of the principal thereof, or
487 reduce any premium payable on the redemption thereof, without the
488 consent of the Registered Owners of each Bond so affected; or
489
490 (2) Reduce the aforesaid percentage of Registered Owners of
491 Bonds required to approve any such supplemental resolution
492 without the consent of the Registered Owners of all of the Bonds
493 then outstanding.
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494
495 It shall not be necessary for the consent of the Registered Owners of the
496 Bonds under this subsection to approve the particular form of any proposed
497 supplemental resolution, but it shall be sufficient if such consent approves
498 the substance thereof.
499
500 (c) Upon the adoption of any supplemental resolution under this
501 section, this Resolution shall be deemed to be modified and amended in
502 accordance therewith, and the respective rights, duties, and obligations
503 under this Resolution of the Borough and all Registered Owners of
504 outstanding Bonds shall thereafter be subject in all respects to such
505 modification and amendment, and all the terms and conditions of the
506 supplemental resolution shall be deemed to be part of the terms and
507 conditions of this Resolution for any and all purposes.
508
509 (d) Bonds executed and delivered after the adoption of any
510 supplemental resolution under this section may bear a notation as to any
511 matter provided for in such supplemental resolution, and if such
512 supplemental resolution shall so provide, new Bonds modified so as to
513 conform, in the opinion of the Borough, to any modification of this
514 Resolution contained in any such supplemental resolution may be prepared
515 by the Borough and delivered without cost to the Registered Owners of the
516 Bonds then outstanding, upon surrender for cancellation of such Bonds in
517 equal aggregate principal amounts.
518
519 Section 16. Defeasance. In the event money and /or non - callable Government
520 Obligations maturing at such times and bearing interest to be earned
521 thereon in amounts sufficient to redeem and retire any or all of the Bonds in
522 accordance with their terms are set aside in a special trust account to effect
523 such redemption or retirement and such moneys and the principal of and
524 interest on such Government Obligations are irrevocably set aside and
525 pledged for such purpose, then no further payments need be made to pay
526 or secure the payment of the principal of and interest on such Bonds and
527 such Bonds shall be deemed not to be outstanding.
528
529 Section 17. Sale of Bonds. The Bonds shall be sold at negotiated sale to the Bond
530 Bank or a Financial Institution as provided in the form of Loan Agreement
531 or at public sale as the Borough Manager and Finance Director determine
532 is in the best interest of the Borough. Subject to the limitations provided in
533 Sections 2 and 4, each of the Borough Manager and the Borough Finance
534 Director is hereby authorized to determine the aggregate principal amount,
535 maturity amounts, interest rates, yields, dated date, principal and interest
536 payment dates, redemption terms, if any, for the Bonds, and other details
537 of the Bonds; provided that the true interest cost of the Bonds, expressed
538 as an annual rate, does not exceed 6.0 percent. In determining the
539 maturity amounts, interest rates, yields, and redemption terms, if any, for
540 the Bonds, the Borough Manager or Borough Finance Director shall take
541 into account those factors which, in his judgment, will result in the lowest
542 true interest cost on the Bonds to their maturity, including without limitation
543 current financial market conditions and current interest rates for obligations
544 comparable in tenor and quality to the Bonds. Based upon the foregoing
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
Page 11 of 13
545 determinations, the Borough Manager and the Borough Finance Director
546 each is authorized to execute the Loan Agreement, in substantially the
547 form presented at this meeting or to sell the Bonds at public sale as they
548 deem appropriate and cost effective to, and in the best interest of, the
549 Borough.
550
551 Section 18. Authority of Officers. The Mayor, the Borough Manager, the Borough
552 Finance Director, and the Borough Clerk each is authorized and directed to
553 do and perform all things and determine all matters not determined by this
554 Resolution, to the end that the Borough may carry out its obligations under
555 the Bonds and this Resolution.
556
557 Section 19. Prohibited Sale of Bonds. No person, firm, or corporation, or any agent or
558 employee thereof, acting as financial consultant to the Borough under an
559 agreement for payment in connection with the sale of the Bonds is eligible
560 to purchase the Bonds as a member of the original underwriting syndicate
561 either at public or private sale.
562
563 Section 20. Ongoing Disclosure. The Borough acknowledges that under Rule 15c2 -12
564 of the Securities and Exchange Commission (the "Rule ") the Borough may
565 now or in the future be an "obligated person." In accordance with the Rule,
566 and as the Bond Bank or a Financial Institution may require, the Borough
567 shall undertake to provide certain annual financial information and
568 operating data as shall be set forth in the Loan Agreement.
569
570 Section 21. Miscellaneous.
571
572 (a) All payments made by the Borough of, or on account of, the
573 principal of or interest on the Bonds shall be made on the several Bonds
574 ratably and in proportion to the amount due thereon, respectively, for
575 principal or interest as the case may be.
576
577 (b) No recourse shall be had for the payment of the principal of or the
578 interest on the Bonds or for any claim based thereon or on this Resolution
579 against any member of the Assembly or officer of the Borough or any
580 person executing the Bonds. The Bonds are not and shall not be in any
581 way a debt or liability of the State of Alaska or of any political subdivision
582 thereof, except the Borough, and do not and shall not create or constitute
583 an indebtedness or obligation, either legal, moral, or otherwise, of said
584 state or of any political subdivision thereof, except the Borough.
585
586 Section 22. Severability. If any one or more of the provisions of this Resolution shall be
587 declared by any court of competent jurisdiction to be contrary to law, then
588 such provision shall be null and void and shall be deemed separable from
589 the remaining provisions of this Resolution and shall in no way affect the
590 validity of the other provisions of this Resolution or of the Bonds.
591
592 Section 23. Effective Date. This Resolution shall become effective upon passage and
593 approval.
594
595
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
Page 12 of 13
596 ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
597 THIS TWENTY FIRST DAY OF FEBRUARY, 2013.
598
599 KODIAK ISLAND BOROUGH
600
601
602
603
604 Jerome M. Selby, Borough Mayor
605 ATTEST:
606
607
608
609
610 Nova M. Javier, MMC, Borough Clerk
Kodiak Island Borough, Alaska Resolution No. FY2013 -26
Page 13 of 13
Kodiak Island Borough
Assembly Special Meeting Guidelines
February 21, 2013, 11:30 a.m., Borough Conference Room
1. ROLL CALL
KIBC 2.16.070.... the Chair shall cause the record to reflect the absence of the member, the
REASON for the absence, and whether the absence is excused by the Assembly.
Recommended motion: Move to excuse Assembly members Austerman, Kaplan, and
Stutes who are attending the SWAMC Conference in Anchorage.
VOICE VOTE ON MOTION.
2. CITIZENS' COMMENTS (These are limited to three minutes per speaker.)
A. Agenda Items not scheduled for public hearing and general comments.
ASK SPEAKERS TO SIGN IN AND STATE THEIR NAME FOR THE RECORD.
3. CONSIDERATION OF MATTERS IN THE CALL FOR THE SPECIAL MEETING
A. Resolution No. FY2013 -26 Authorizing the Borough to Issue General Obligation School
Bonds in the Principal Amount Not to Exceed $25,000,000 to Provide Funds for School
and Related Capital Improvements in the Borough and to Pay Costs of Issuing the
Bonds, Fixing Certain Details of Such Bonds, Authorizing Their Sale, and Providing for
Related Matters.
Recommended motion: Move to adopt Resolution No. FY2013 -26.
Staff Report — Administrative Official Roberts
Assembly discussion and amendments may be offered at this time.
ROLL CALL VOTE ON MOTION.
4. ADJOURNMENT
Recommended motion: Move to adjourn the meeting.
ROLL CALL VOTE ON MOTION.
Kodiak Island Borough Assembly Guidelines
February 21, 2013 Page 1
/ KODIAK ISLAND BOROUGH ASSEMBLY ROLL CALL SHEET I n I
Regular Special ✓ Date: Gli` l9
Convened: IL 'd en Recessed: Reconvened: Adjourned: l l '. 41- (lit
BY: BY: b) MI BY: G R m it BY: 15 yu Q/ ,j BY:
SECOND: SECOND: I , , �O SECOND: I ' , /L SECOND: u di m SECOND:
RtCa d IP I RA 0 011iti
MJV [3 — a.0
YES NO YES NO YES NO YES NO YES NO
Ms. Austerman 1. 7 . •st- ma Los. A - . a M A . Ms. Aus
Mr. Bonney ✓ Mr. Bonney Mr. Bonney*, I/ Mr. Bonney t/ Mr. Bonney
Mr. Griffin ✓ Mr. Griffin Mr. Griffin l/ Mr. Griffin S- ✓ Mr. Griffin
Mr. Kaplan ✓' t______-----„. . 'a... . _ Mr. • :.Ian
Ms. Lynch 1/ Ms. Lynch Ms. Lynch ✓' Ms. Lynch v Ms. Lynch
Mr. Stephens ✓ Mr. Stephens Mr. Stephens Mr. Stephens f Mr. Stephens
Ms. Stutes (/ s ` ute Ms. St - v . Styles Ms. -
ICHANGE F VOTE? HANGE OF VOTE? CHANGE OF VOTE? CHANGE OF VOTE? CHANGE OF VOTE? CHANGE OF VOTE A .
TOTAL: I �1, I TOTAL I I I TOTAL 14 DI TOTAL: 14 I D I TOTAL:
The mayor m t vote except in the case where only six members of the assembly are present and there is a three /three tie vote of the assembly.
Mayor Selby Mayor Selby Mayor Selby Mayor Selby Mayor Selby
KODIAK ISLAND BOROUGH
WORK SESSION
Work Session of:eb'l(CU 02/, )0/3
Please PRINT your name Please PRINT your name
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