FY2014-24 Authorizing the Issuance of General Obligation School Bonds 1 Introduced by: Borough Manager
2 Requested by: Finance Director
3 Drafted by: Bond Counsel
4 Introduced: 01/16/2014
5 Adopted: 01/16/2014
6
7 KODIAK ISLAND BOROUGH, ALASKA
8 RESOLUTION NO. FY2014-24
9
10 A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY
11 AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOL
12 BONDS IN THE PRINCIPAL AMOUNT NOT TO EXCEED $25,000,000 TO
13 PROVIDE FUNDS FOR SCHOOL AND RELATED CAPITAL IMPROVEMENTS
14 IN THE BOROUGH AND TO PAY COSTS OF ISSUING THE BONDS, FIXING
15 CERTAIN DETAILS OF SUCH BONDS, AUTHORIZING THEIR SALE, AND
16 PROVIDING FOR RELATED MATTERS
17
18 WHEREAS, pursuant to Ordinance No. FY2010-03 of the Kodiak Island Borough, Alaska (the
19 "Borough"), adopted August 6, 2009, a question whether the Borough should issue not to
20 exceed $76,310,000 in general obligation bonds for the purpose of paying the cost of
21 planning, designing, and constructing school and related capital improvements in the
22 Borough, including without limitation, the reconstruction and renovation of the Kodiak High
23 School, referred to the regular Borough election held on October 6, 2009, as Proposition No. 1
24 ("Proposition 1"), was passed and approved; and
25
26 WHEREAS, pursuant to Resolution No. FY2011-18, the Borough issued its General
27 Obligation School Bond, 2011 Series A, in the principal amount of $8,000,000, as a general
28 obligation bond referred to in Proposition 1; and
29
30 WHEREAS, pursuant to Resolution No. FY2013-26, the Borough issued its General
31 Obligation School Bond, Series 2013, in the principal amount of $21,595,000, as a general
32 obligation bond referred to in Proposition 1; and
33
34 WHEREAS, $43,310,000 principal amount of general obligation bonds remains unissued
35 under Proposition 1; and
36
37 WHEREAS, the Borough received $7,000,000 grant funding that may ultimately reduce the
38 amount of bond proceeds needed for the project; and
39
40 WHEREAS, the Assembly finds that it is in the best interest of the Borough to plan, design,
41 and construct the school capital improvements described in Proposition 1 as the
42 reconstruction and renovation of the Kodiak High School (the "Project"), and to issue not to
43 exceed $25,000,000 principal amount of general obligation bonds referred to in Proposition 1,
44 to pay part of the costs of the Project and costs of issuing the bonds; and
45
46 WHEREAS, Section 29.47.410 of the Alaska Statutes provides that the Assembly by
47 resolution may provide for the form and manner of safe of bonds and notes; and
48
49
50
Kodiak Island Borough, Alaska Resolution No. FY2014-24
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51 WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each of the
52 Borough Manager and Borough Finance Director authority to determine the maturity amounts,
53 interest rates, and other details of the bonds, and to determine other matters that are not
54 provided for in this resolution, including without limitation, whether to sell the Bonds to the
55 Alaska Municipal Bond Bank (the "Bond Bank") or another Financial Institution or to offer the
56 Bonds at public sale;
57
58 NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
59 BOROUGH THAT:
60
61 Section 1: Definitions. In addition to terms which are defined in the recitals above, the
62 following terms shall have the following meanings in this Resolution:
63
64 (a) "Assembly" means the Assembly of the Kodiak Island Borough, as the
65 general legislative authority of the Kodiak Island Borough, as the same shall be
66 duly and regularly constituted'from time to time.
67
68 (b) "Bond" or "Bonds" means any of the "General Obligation School Bonds"
69 of the Kodiak Island Borough, the issuance and sale of which are authorized
70 herein.
71
72 (c) "Bond Bank" meahs the Alaska Municipal Bond Bank, a public
73 corporation of the State of Alaska.
74
75 (d) "Bond Bank Bonds" means the series of general obligation bonds
76 issued by the Bond Bank, all or part of the proceeds of which are used to
77 purchase the Bonds.
78
79 (e) "Bond Register" means the registration books maintained by the
80 Registrar, which include the names and addresses of the Registered Owners of
81 the Bonds or their nominees.
82
83 (f) "Borough" means the Kodiak Island Borough, a municipal corporation of
84 the State of Alaska, organized as a second class borough under Title 29 of the
85 Alaska Statutes.
86
87 (g) "Borough Manager" means the Manager or Administrative Official of the
88 Borough.
89
90 (h) "Code" means the Internal Revenue Code of 1986, as amended from
91 time to time, together with all regulations applicable thereto.
92
93 (i) "Cost" or "Costs" means the cost of planning, designing, acquiring
94 property for, acquiring, constructing, installing and equipping the Project,
95 including interest on the Bonds during the period of planning, designing,
96 acquiring property for, acquiring, constructing, installing, and equipping the
97 Project, the cost whether incurred by the Borough or by another of field surveys
98 and advance planning undertaken in connection with the Project properly
99 allocable to the Project, the cost of acquisition of any land or interest therein
100 required as the site or sites of the Project or for use in connection therewith, the
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101 cost of any indemnity and surety bonds and premiums on insurance incurred in
102 connection with the Project prior to or during construction thereof, all related
103 direct administrative and inspection expenses whether incurred by the Borough
104 or by another in connection with the Project prior to or during construction
105 thereof and allocable portions of direct costs of the Borough, legal fees, costs
106 of issuance of the Bonds by the Borough, including financing charges and fees
107 and expenses of bond counsel, financial advisors and consultants in
108 connection therewith,. cost of any bond insurance premium and bond
109 ratings, the cost of audits, the cost of all machinery, apparatus, and equipment,
110 cost of engineering, architectural services, designs, plans, specifications and
111 surveys, estimates of cost, the reimbursement of all moneys advanced from
112 whatever source for the payment of any item or items of cost of the Project,
113 and ail other expenses necessary or incidental to the acquisition and
114 development of the Project, the financing thereof and the putting of the same in
115 use and operation.
116
117 (j) "Financial Institution" means any bank or other financial institution
118 insured by the Federal Deposit Insurance Corporation or the Federal Savings
119 and Loan Insurance Corporation.
120
121 (k) "Government Obligations" means obligations that are either (i) direct
122 obligations of the United States of America or (ii) obligations of an agency or
123 instrumentality of the' United States of America the timely payment of the
124 principal of and interest on which are unconditionally guaranteed by the United
125 States of America.
126
127 (I) "Loan Agreement" means the Loan Agreement between the Borough
128 and the Bond Bank or other Financial Institution concerning the Bonds.
129
130 (m) "Registered Owner" means the person named as the registered owner
131 of a Bond in the Bond Register.
132
133 (n) "Registrar" means the Borough Finance Director, or any successor that
134 the Borough may appoint by resolution.
135
136 (o) "Resolution" means this Resolution No. FY2014-_ of the Borough.
137
138 Section 2: Authorization of Bonds and Purpose of Issuance. For the purpose of providing
139 funds for financing the Costs of the Project, the Borough shall issue and sell
140 general obligation bonds designated "Kodiak Island Borough, Alaska, General
141 Obligation School Bonds" (the "Bonds") in the aggregate principal amount of
142 not to exceed $25,000,000. The proceeds of the Bonds shall be used to pay
143 Costs of the Project. The Project serves a public purpose of the Borough.
144
145 The Manager and/or the Finance Director are hereby authorized to determine
146 whether the Bonds shall be sold to the Bond Bank or a Financial Institution or
147 sold at public sale, and whether to issue the Bonds in one or more issues, but
148 in no event shall the aggregate principal amount of the Bonds exceed
149 $25,000,000.
150
Kodiak Island Borough, Alaska Resolution No. FY2014-24
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C.
151 Section 3: Obligation of Bonds. The Bonds shall be direct and general obligations of the
152 Borough, and the full faith and credit of the Borough are hereby pledged to the
153 payment of the principal of and interest on the Bonds. The Borough hereby
154 irrevocably pledges and covenants that it will levy and collect taxes upon all
155 taxable property within the Borough without limitation as to rate or amount, in
156 amounts sufficient together with other funds legally available therefor, to pay
157 the principal of and interest on the Bonds as the same become due and
158 payable.
159
160 Section 4: Designation, Maturities, Interest Rates, and Other Details of Bonds. The
161 Bonds shall be designated "Kodiak Island Borough, Alaska, General Obligation
162 School Bonds." The Bonds shall be in the denomination of $5,000 or any
163 integral multiple thereof, shall be numbered separately in the manner and with
164 such additional designation as the Registrar deems necessary for purposes of
165 identification, and may have endorsed thereon such legends or text as may be
166 necessary or appropriate to conform to the rules and regulations of any
167 governmental authority or any usage or requirement of law with respect
168 thereto.
169
170 The Bonds shall mature in one or more years commencing no earlier than 2014
171 and ending no later than 2034. The Bonds shall bear interest from their date,
172 payable commencing on a date on or after July 1, 2014, and semi-annually
173 thereafter. Interest will be computed on the basis of a 360-day year consisting
174 of twelve 30-day months.
175
176 Subject to Section 2 and the remainder of this Section, the dated date, the
177 principal and interest payment dates, the record dates for interest payments,
178 the aggregate principal amount, the principal amount of each maturity, and the
179 interest rates on the Bonds shall be determined at the time of execution of the
180 Loan Agreement at or before public sale of the Bonds under Section 17.
181
182 Section 5: Optional Redemption. The Bonds, if any, subject to optional redemption by the
183 Borough, the time or times when such Bonds are subject to optional
184 redemption, the terms upon which such Bonds may be redeemed, and the
185 redemption price or redemption prices for such Bonds, shall be determined at
186 the time of sale of the Bonds by the Borough Manager or Finance 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 a
191 Financial Institution is the Registered Owner of the Bonds, the selection of
192 Bonds to be redeemed shall be made as provided in the Loan Agreement.
193 When and if the Bond Bank or a Financial Institution is not the Registered
194 Owner of the Bonds, the selection of Bonds to be redeemed shall be made as
195 provided in this subsection (a). If the Borough redeems at any one time fewer
196 than all of the Bonds having the same maturity date, the particular Bonds or
197 portions of Bonds of such maturity to be redeemed shall be selected by lot (or
198 in such other manner determined by the Registrar) in increments of $5,000. In
199 the case of a Bond of a denomination greater than $5,000, the Borough shall
200 treat such Bond as representing such number of separate Bonds each of the
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201 denomination of $5,000 as is obtained by dividing the actual principal amount
202 of such Bond by $5,000. In the event that only a portion of the principal
203 amount of a Bond is redeemed, upon surrender of such Bond at the office of
204 the Registrar there shall be issued to the Registered Owner, without charge
205 therefor, for the then unredeemed balance of the principal amount thereof, at
206 the option of the Registered Owner, a Bond or Bonds of like maturity and
207 interest rate in any of the denominations authorized herein.
208
209 (b) Notice of Redemption. When and if the Bond Bank or a Financial
210 Institution is the Registered Owner of the Bonds, notice of any intended
211 redemption of Bonds shall be given as provided in the Loan Agreement. When
212 and if the Bond Bank or a Financial Institution is not the Registered Owner of
213 the Bonds, notice of any intended redemption of Bonds shall be given as
214 provided in this subsection (b). Notice of redemption shall be mailed not less
215 than 20 or more than 45 days prior to the date fixed for redemption by first
216 class mail to Registered Owners of the Bonds to be redeemed at their
217 addresses as they appear on the Bond Register on the day the notice is
218 prepared. Notice of redemption shall be deemed to have been given when the
219 notice is mailed as herein provided, whether or not it is actually received by the
220 Registered Owners. All notices of redemption shall be dated and shall state:
221 (1) the redemption date; (2) the redemption price; (3) if fewer than all
222 outstanding Bonds are to be redeemed, the identification (and, in the case of
223 partial redemption, the respective principal amounts) of the Bonds to be
224 redeemed; (4) that on the redemption date the redemption price will become
225 due and payable upon each such Bond or portion thereof called for redemption,
226 and that interest thereon shall cease to accrue from and after said date; and (5)
227 the place where such Bonds are to be surrendered for payment of the
228 redemption price, which place of payment shall be the office of the Registrar.
229
230 Official notice of redemption having been given as stated above, Bonds or
231 portions of Bonds to be redeemed shall, on the redemption date, become due
232 and payable at the redemption price therein specified, and from and after such
233 date, such Bonds or portions of Bonds shall cease to bear interest. Upon
234 surrender of such Bonds for redemption in accordance with said notice, such
235 Bonds shall be paid at the redemption price. Installments of interest due on or
236 prior to the redemption date shall be payable as herein provided for payment of
237 interest. All Bonds which have been redeemed shall be canceled and
238 destroyed by the Registrar and shall not be reissued.
239
240 Each check or other transfer of funds issued to pay the redemption price of
241 Bonds shall bear the CUSIP number, if any, identifying, by maturity the Bonds
242 being redeemed with the proceeds of such check or other transfer.
243
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244 Section 7: Form of Bond. Each Bond shall be in substantially the following form, with
245 such variations, omissions, and insertions as may be required or permitted by
246 this Resolution:
247
248 UNITED STATES OF AMERICA
249
250 KODIAK ISLAND BOROUGH, ALASKA
251
252 NO. $
253
254 GENERAL OBLIGATION SCHOOL BOND
255
256 REGISTERED OWNER:
257
258 PRINCIPAL AMOUNT:
259
260 The Kodiak Island Borough (the "Borough"), a municipal corporation of
261 the State of Alaska, hereby acknowledges itself to owe and for value received
262 promises to pay to the Registered Owner identified above, or its registered
263 assigns, the principal amount identified above in the following installments on
264 each of the following years, and to pay interest on such installments from the
265 date hereof, payable on 1, 201_, and semiannually thereafter on _ 1,
266 and 1, of each year, at the rates per annum as follows:
267
268 Maturity Principal Interest
269 Date Amount Rate
270
271
272
273 When and if this Bond is owned by the Alaska Municipal Bond Bank or
274 a Financial Institution, payment of principal and interest shall be made
275 as provided in the Loan Agreement between the Bond Bank or Financial
276 Institution and the Borough (the "Loan Agreement'). When and if this Bond is
277 not owned by the Bond Bank or a Financial Institution, installments of principal
278 of and interest on this Bond 'shall be paid by check or draft mailed by first class
279 mail to the Registered Owner as of the close of business on the 15th day of the
280 month before each installment payment date; provided, that the final
281 installment of principal of and interest on this Bond shall be payable upon
282 presentation and surrender of this Bond by the Registered Owner at the office
283 of the Registrar. Interest will be computed on the basis of a 360-day year
284 consisting of twelve 30-day months. Both principal of and interest on this Bond
285 are payable in lawful money of the United States of America which, on the
286 respective dates of payment thereof, shall be legal tender for the payment of
287 public and private debts.
288
289
290
291
292
293
Kodiak Island Borough, Alaska Resolution No. FY2014-24
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294 This Bond is one of the General Obligation School Bonds of the Kodiak
295 Island Borough, Alaska, of like tenor and effect except as to interest rate, serial
296 number, right of redemption or prepayment and maturity, and constituting
297 Bonds authorized for the purpose of paying the cost of school and related
298 capital improvements in the Borough, and is issued under Resolution No.
299 FY2014-_ of the Borough entitled:
300
301 A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY
302 AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION
303 SCHOOL BONDS IN THE PRINCIPAL AMOUNT OF NOT TO
304 EXCEED $25,000,000 TO PROVIDE FUNDS FOR SCHOOL AND
305 RELATED CAPITAL IMPROVEMENTS IN THE BOROUGH AND TO
306 PAY COSTS OF ISSUING THE BONDS, FIXING CERTAIN DETAILS
307 OF SUCH BONDS, AUTHORIZING THEIR SALE, AND PROVIDING
308 FOR RELATED MATTERS
309
310 (the 'Resolution").
311
312 The Bonds [Installments of principal of this Bond] maturing on and after
313 1, 20 , shall be subject to prepayment on and after 1, 20_, at
314 the option of the Borough [(subject to any applicable provisions of the Loan
315 Agreement)], in such principal amounts and from such maturities as the
316 Borough may determine, and by lot within a maturity, at a redemption price
317 equal to the principal amount to be prepaid, plus accrued interest to the date of
318 prepayment.
319
320 This Bond is transferable as provided in the Resolution, (i) only upon
321 the Bond Register of the Borough, and (ii) upon surrender of this Bond together
322 with a written instrument of transfer duly executed by the Registered Owner or
323 the duly authorized attorney of the Registered Owner, and thereupon a new
324 fully registered Bond or Bonds in the same aggregate principal amount and
325 maturity shall be issued to the transferee in exchange therefor as provided in
326 the Resolution and upon the payment of charges, if any, as therein prescribed.
327 The Borough may treat and consider the person in whose name this Bond is
328 registered as the absolute owner hereof for the purpose of receiving payment
329 of, or on account of, the principal or redemption price, if any, hereof and
330 interest due hereon and for all other purposes whatsoever.
331
332 This Bond is a general obligation of the Kodiak Island Borough, and the
333 full faith and credit of the Borough are pledged for the payment of the principal
334 of and interest on this Bond as the same shall become due.
335
336 IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or
337 things required by the constitution or statutes of the State of Alaska to exist, to
338 have happened or to have been performed precedent to or in the issuance of
339 this Bond exist, have happened and have been performed, and that the series
340 of Bonds of which this is one, together with all other indebtedness of the
341 Borough, is within every debt and other limit prescribed by such constitution or
342 statutes.
343
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344 IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA,
345 has caused this Bond to be signed in its name and on its behalf by the manual
346 or facsimile signature of its Mayor and its corporate seal (or a facsimile thereof)
347 to be impressed or otherwise reproduced hereon and attested by the manual or
348 facsimile signature of its Clerk, all as of the day of , 2014.
349
350 KODIAK ISLAND BOROUGH
351
352
353 /specimen/
354 Borough Mayor
355
356
357 ATTEST:
358
359
360
361 /specimen/
362 Borough Clerk
363
364 Section 8: Execution. The Bonds shall be executed in the name of the Borough by the
365 manual or facsimile signature of the Mayor, and its corporate seal (or a
366 facsimile thereof) shall be impressed or otherwise reproduced thereon and
367 attested by the manual or facsimile signature of the Borough Clerk. The
368 execution of a Bond on behalf of the Borough by persons who at the time of the
369 execution are duly authorized to hold the proper offices shall be valid and
370 sufficient for all purposes, although any such person shall have ceased to hold
371 office at the time of delivery of the Bond or shall not have held office on the
372 date of the Bond.
373
374 Section 9: Payment of Principal and Interest. The Bonds shall be payable in lawful money
375 of the United States of America which at the time of payment is legal tender for
376 the payment of public and private debts. When and if the Bond Bank or a
377 Financial Institution is the Registered Owner of the Bonds, payment of principal
378 of and interest on the Bonds shall be made as provided in the Loan Agreement.
379 When and if the Bond Bank or a Financial Institution is not the Registered
380 Owner of the Bonds, installments of principal of and interest on the Bonds shall
381 be paid by check mailed by first class mail to the Registered Owner as of the
382 record date for the installment payment at the address appearing on the Bond
383 Register; provided, that the final installment of principal and interest on a Bond
384 shall be payable upon presentation and surrender of the Bond by the
385 Registered Owner at the 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 Director
389 as Registrar for the Bonds. The Registrar shall keep, or cause to be kept, the
390 Bond Register at the principal office of the Borough. The Borough covenants
391 that, until all Bonds have been surrendered and canceled, it will maintain a
392 system for recording the ownership of each Bond that complies with the
393 provisions of Section 149 of the Code. The Borough and the Registrar may
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394 treat the person in whose name any Bond shall be registered as the absolute
395 owner of such Bond for all purposes, whether or not the Bond shall be overdue,
396 and all payments of principal of and interest on a Bond made to the Registered
397 Owner thereof or upon its order shall be valid and effectual to satisfy and
398 discharge the liability upon such Bond to the extent of the sum or sums so paid,
399 and neither the Borough nor the Registrar shall be affected by any notice to the
400 contrary.
401
402 Section 11: Transfer and Exchange. Bonds shall be transferred only upon the Bond
403 Register. Upon surrender for transfer or exchange of any Bond at the office of
404 the Registrar, together with a written instrument of transfer or authorization for
405 exchange in form and with guaranty of signature satisfactory to the Registrar,
406 duly executed by the Registered Owner or the duly authorized attorney of the
407 Registered Owner, the Borough shall execute and deliver an equal aggregate
408 principal amount of Bonds of the same maturity of any authorized
409 denominations, subject to such reasonable regulations as the Borough may
410 prescribe and upon payment sufficient to reimburse it for any tax, fee or other
411 governmental charge required to be paid in connection with such transfer or
412 exchange. All Bonds surrendered for transfer or exchange shall be canceled
413 by the Registrar.
414
415 Section 12: Bonds Mutilated. Destroyed, Stolen, or Lost. Upon surrender to the Registrar
416 of a mutilated Bond, the Borough shall execute and deliver a new Bond of like
417 maturity and principal amount. Upon filing with the Registrar of evidence
418 satisfactory to the Borough that a Bond has been destroyed, stolen, or lost and
419 of the ownership thereof, and upon furnishing the Borough with indemnity
420 satisfactory to it, the; Borough shall execute and deliver a new Bond of like
421 maturity and principal amount. The person requesting the execution and
422 delivery of a new Bond under this section shall comply with such other
423 reasonable regulations as the Borough may prescribe and shall pay such
424 expenses as the Borough may incur in connection therewith.
425
426 Section 13: Disposition of the Sale Proceeds of the Bonds. The sale proceeds of the
427 Bonds representing accrued interest on the Bonds shall be applied to pay a
428 portion of the interest due on the Bonds on the first interest payment date for
429 the Bonds. The sale proceeds of the Bonds representing original issue
430 premium on the Bonds shall be applied to pay a portion of the interest due on
431 the Bonds on the first interest payment date for the Bonds, or Costs of the
432 Project, and shall be deposited in such manner as the Borough Manager or the
433 Borough Finance Director may determine. The remaining sale proceeds of the
434 Bonds shall be applied to pay Costs of the Project, and shall be deposited in
435 the appropriate funds or accounts of the Borough for such purposes.
436
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437 Section 14: Tax Covenants. The Borough covenants to comply with any and all applicable
438 requirements set forth in the Code in effect from time to time to the extent that
439 such compliance shall be necessary for the exclusion of the interest on the
440 Bonds from gross income for federal income tax purposes. The Borough
441 covenants that it will make ho use of the proceeds of the Bonds which will
442 cause the Bonds to be "arbitrage bonds" subject to federal income taxation by
443 reason of Section 148 of the Code. The Borough covenants that it will not take
444 or permit any action that would cause the Bonds to be "private activity bonds"
445 as defined in Section 141 of the Code.
446
447 Section 15: Amendatory and Supplemental Resolutions.
448
449 (a) The Assembly from time to time and at any time may adopt a resolution
450 or resolutions supplemental hereto, which resolution or resolutions thereafter
451 shall become a part of this Resolution, for any one or more of the following
452 purposes:
453
454 (1) To add to the covenants and agreements of the Borough in this
455 Resolution, other covenants and agreements thereafter to be observed
456 or to surrender any right or power herein reserved to or conferred upon
457 the Borough.
458
459 (2) To make such provisions for the purpose of curing any
460 ambiguities or of curing, correcting or supplementing any defective
461 provision contained in this Resolution or in regard to matters or
462 questions arising under this Resolution as the Assembly may deem
463 necessary or desirable and not inconsistent with this Resolution and
464 which shall not adversely affect the interests of the Registered Owners
465 of the Bonds.
466
467 Any such supplemental resolution may be adopted without the consent of the
468 Registered Owners of any of the Bonds at any time outstanding,
469 notwithstanding any of the provisions of subsection (b) of this section.
470
471 (b) With the consent of the Registered Owners of not less than 60 percent
472 in aggregate principal amount of the Bonds at the time outstanding, the
473 Assembly may adopt a resolution or resolutions supplemental hereto for the
474 purpose of adding any provisions to or changing in any manner or eliminating
475 any of the provisions of this Resolution or of any supplemental resolution;
476 provided, however, that no such supplemental resolution shall:
477
478 (1) Extend the fixed maturity of any of the Bonds, or reduce the rate
479 of interest thereon, or extend the time of payments of interest from their
480 due date, or reduce the amount of the principal thereof, or reduce any
481 premium payable on the redemption thereof, without the consent of the
482 Registered Owner of each Bond so affected; or
483
484
485
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486 (2) Reduce the aforesaid percentage of Registered Owners of
487 Bonds required to approve any such supplemental resolution without
488 the consent of the Registered Owners of all of the Bonds then
489 outstanding.
490
491 It shall not be necessary for the consent of the Registered Owners of the
492 Bonds under this subsection to approve the particular form of any proposed
493 supplemental resolution, but it shall be sufficient if such consent approves the
494 substance thereof.
495
496 (c) Upon the adoption of any supplemental resolution under this section,
497 this Resolution shall be deemed to be modified and amended in accordance
498 therewith, and the respective rights, duties, and obligations under this
499 Resolution of the Borough and all Registered Owners of outstanding Bonds
500 shall thereafter be subject in all respects to such modification and amendment,
501 and all the terms and conditions of the supplemental resolution shall be
502 deemed to be part of the terms and conditions of this Resolution for any and all
503 purposes.
504
505 (d) Bonds executed and delivered after the adoption of any supplemental
506 resolution under this section may bear a notation as to any matter provided for
507 in such supplemental resolution, and if such supplemental resolution shall so
508 provide, new Bonds modified so as to conform, in the opinion of the Borough,
509 to any modification of this Resolution contained in any such supplemental
510 resolution may be prepared by the Borough and delivered without cost to the
511 Registered Owners of the Bonds then outstanding, upon surrender for
512 cancellation of such Bonds in equal aggregate principal amounts.
513
514 Section 16: Defeasance. In the event money and/or non-callable Government Obligations
515 maturing at such times and bearing interest to be earned thereon in amounts
516 sufficient to redeem and retire any or all of the Bonds in accordance with their
517 terms are set aside in a special trust account to effect such redemption or
518 retirement and such moneys and the principal of and interest on such
519 Government Obligations are irrevocably set aside and pledged for such
520 purpose, then no further payments need be made to pay or secure the
521 payment of the principal of and interest on such Bonds and such Bonds shall
522 be deemed not to be outstanding.
523
524 Section 17: Sale of Bonds. The Bonds shall be sold at negotiated sale to the Bond Bank or
525 a Financial Institution as provided in the form of Loan Agreement or at public
526 sale as the Borough Manager and Finance Director determine is in the best
527 interest of the Borough. Subject to the limitations provided in Sections 2 and 4,
528 each of the Borough Manager and the Borough Finance Director is hereby
529 authorized to determine the aggregate principal amount, maturity amounts,
530 interest rates, yields, dated date, principal and interest payment dates,
531 redemption terms, if any, for the Bonds, and other details of the Bonds;
532 provided that the true interest cost of the Bonds, expressed as an annual rate,
533 does not exceed 6.0 percent. In determining the maturity amounts, interest
534 rates, yields, and redemption terms, if any, for the Bonds, the Borough
535 Manager or Borough Finance Director shall take into account those factors
Kodiak Island Borough, Alaska Resolution No, FY2014-24
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536 which, in the judgment of each, will result in the lowest true interest cost on the
537 Bonds to their maturity, including without limitation current financial market
538 conditions and current interest rates for obligations comparable in tenor and
539 quality to the Bonds. Based upon the foregoing determinations, the Borough
540 Manager and the Borough Finance Director each is authorized to execute the
541 Loan Agreement, in substantially the form presented at this meeting, or to sell
542 the Bonds at public sale as they deem appropriate and cost effective to, and in
543 the best interest of, the Borough.
544
545 Section 18: Authority of Officers. The Mayor, the Borough Manager, the Borough Finance
546 Director, and the Borough Clerk each is authorized and directed to do and
547 perform all things and determine all matters not determined by this Resolution,
548 to the end that the Borough may carry out its obligations under the Bonds and
549 this Resolution.
550
551 Section 19: Prohibited Sale of Bonds. No person, firm, or corporation, or any agent or
552 employee thereof, acting as financial consultant to the Borough under an
553 agreement for payment in connection with the sale of the Bonds is eligible to
554 purchase the Bonds as a member of the original underwriting syndicate either
555 at public or private sale.
556
557 Section 20: Ongoing Disclosure. The Borough acknowledges that under Rule 15c2-12 of
558 the Securities and Exchange Commission (the "Rule") the Borough may now or
559 in the future be an "obligated person." In accordance with the Rule, and as the
560 Bond Bank or a Financial Institution may require, the Borough shall undertake
561 to provide certain annual financial information and operating data as shall be
562 set forth in the Loan Agreement.
563
564 Section 21: Miscellaneous.
565
566 (a) All payments made by the Borough of, or on account of, the principal of
567 or interest on the Bonds shall be made on the several Bonds ratably and in
568 proportion to the amount due thereon, respectively, for principal or interest as
569 the case may be.
570
571 (b) No recourse shall be had for the payment of the principal of or the
572 interest on the Bonds or for any claim based thereon or on this Resolution
573 against any member of the Assembly or officer of the Borough or any person
574 executing the Bonds. The Bonds are not and shall not be in any way a debt or
575 liability of the State of Alaska or of any political subdivision thereof, except the
576 Borough, and do not and shall not create or constitute an indebtedness or
577 obligation, either legal, moral, or otherwise, of such state or of any political
578 subdivision thereof, except the Borough.
579
580 Section 22: Severability. If any one or more of the provisions of this Resolution shall be
581 declared by any court of competent jurisdiction to be contrary to law, then such
582 provision shall be null and void and shall be deemed separable from the
583 remaining provisions of this Resolution and shall in no way affect the validity of
584 the other provisions of this Resolution or of the Bonds.
585
Kodiak Island Borough, Alaska Resolution No. FY2014-24
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586 Section 23: Effective Date. This Resolution shall become effective upon passage and
587 approval.
588
589 ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
590 THIS SIXTEENTH DAY OF JANUARY, 2014
591
592 KODIAK ISLA D c *ROUGH
593
594 j
595 '�
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596 !Z
597 Ie fol Erie' Borough Mayor
598
599 ATTEST:
600
601
602 I ( 7 14 -
603
604 Nova M. Javier, MMC, trough Clerk
Kodiak Island Borough, Alaska Resolution No. FY2014-24
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