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02Introduced by Borough Manager Requested by Finance Director Drafted by Bond Counsel Introduced 01/16/2014 Adopted 01/16/2014 KODIAKISLAND BOROUGH ALASKA RESOLUTION NO FY2014-24 10 RESOLUTION OF THE KODIAKISLAND BOROUGH ASSEMBLY 11 AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOL 12 BONDS IN THE PRINCIPAL AMOUNT NOTTO EXCEED $25000000 TO 13 PROVIDE FUNDSFORSCHOOLAND RELATED CAPITAL IMPROVEMENTS 14 IN THE BOROUGH ANDTO PAYCOSTSOF ISSUING THE BONDS FIXiNG 15 CERTAINDETAILS OF SUCH BONDS AUTHORIZINGTHEIR SALE AND 16 PROVIDING FOR RELATED MATTERS 17 18 WHEREAS pursuant to Ordinance No FY2OIO-03 of the Kodiak Island Borough Alaska the 19 Borough adopted August 2009 question whether the Borough should issue notto 20 exceed $76310000 in general obligation bonds for the purpose of paying thecost of 21 planningdesigning and constructing school and related capital improvements in the 22 Borough including without limitation the reconstruction and renovation of the Kodiak High 23 School referredto the regular Borough election held on October 2009 as Proposition No 24 Proposition was passed and approved and 25 26 WHEREAS pursuant to Resolution No FY2O11-18 the Borough issued its General 27 Obligation School Bond 2011 Series in the principal amount of $8000000 as general 28 obligation bond referredto in Proposition and 29 30 WHEREAS pursuant to Resolution No FY2OI 3-26 the Borough issued its General 31 Obligation School Bond Series 2013 in the principal amount of $21595000 as general 32 obligation bond referred to in Proposition and 33 34 WHEREAS $43310000 principal amount of general obligation bonds remainsunissued 35 under Proposition and 36 37 WHEREAS the Borough received $7000000 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 thebest interest of the Borough to plan design 41 and constructtheschool capital improvements described in Proposition as the 42 reconstruction and renovation of the Kodiak High School the Project and to issue notto 43 exceed $25000000 principal amount of general obligation bonds referredto in Proposition 44 to pay part of thecosts of the Project and costs of issuing the bonds and 45 46 WHEREAS Section 29.47.410 of theAlaskaStatutes provides that the Assembly by 47 resolution may provide for theform and manner of safe of bondsand notes and 48 49 50 Kodiak Island Borough Alaska Resolution No FY2014-24 Page of 13 51 WHEREAS the Assembly finds that it is necessary and appropriate to delegate to each of the 52 BoroughManager and Borough Finance Director authority to determinethe maturity amounts 53 interest rates and other details of the bonds and to determine othermailers that are not 54 provided for in this resolution including without limitation whether to sell the Bonds to the 55 Alaska Municipal BondBank the Bond Bank or another Financial Institution orto offer the 56 Bonds at public sale 57 58 NOW THEREFORE BE IT RESOLVED BY THE ASSEMBLYOF THE KODIAK ISLAND 59 BOROUGH THAT 60 61 Section Definitions In additionto terms which are defined in the recitals above the 62 following terms shall have the following meanings in this Resolution 63 64 Assembly means the Assembly of the Kodiak Island Borough as the 65 general legislativeauthority of the Kodiak Island Borough as the same shall be 66 duly and regularly constituted from time to time 67 68 Bond or Bonds means any of the General Obligation School Bonds 69 of the Kodiak Island Borough theissuance and sale of which are authorized 70 herein 71 72 Bond Bankmeans theAlaska Municipal Bond Bank public 73 corporation of theState of Alaska 74 75 Bond Bank Bonds means theseriesof 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 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 Borough means the Kodiak Island Borough municipalcorporation of 84 theState of Alaska organized as second class borough under Title 29 of the 85 Alaska Statutes 86 87 Borough Manager means the Manager orAdministrative Official of the 88 Borough 89 90 Code means the Intemal RevenueCode of 1986 as amended from 91 time to time together with all regulationsapplicable thereto 92 93 Cost or Costs means the cost of planningdesigning acquiring 94 property for acquiring constructing installing and equipping the Project 95 including interest on the Bonds during the period of planningdesigning 96 acquiringproperty for acquiring constructing installing and equipping the 97 Project thecost whether incurred by the Borough or by another of field surveys 98 andadvance planning undertaken in connection with the Project properly 99 allocable to the Project thecost of acquisition of any land or interest therein 100 required as the site or sites of the Projector for use in connection therewith the Kodiak Island Borough Alaska Resolution No FY2014-24 Page2of 13 101 cost of any indemnity and surety bondsand 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 includingfinancing charges and fees 107 and expenses of bond counsel financial advisors and consultants in 108 connection therewith the cost of any bond insurance premium andbond 109 ratings thecost of audits thecost 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 oritems of cost of the Project 113 and ail other expenses necessary or incidentalto the acquisition and 114 development of the Project the financing thereof and the putting of the same in 115 use and operation 116 117 Financial Institution means any bank or other financial institution 118 insured by theFederal Deposit Insurance Corporation or theFederal Savings 119 andLoan Insurance Corporation 120 121 Government Obligations means obligations that are eitherdirect 122 obligations of theUnitedStates of America or ii obligations of an agency or 123 instrumentality of theUnitedStates of America the timely payment of the 124 principal of and interest on which are unconditionally guaranteedby theUnited 125 States of America 126 127 Loan Agreement means the Loan Agreement between the Borough 128 and the BondBank or other Financial Institution concerning the Bonds 129 130 Registered Owner means the person named as the registered owner 131 of Bond in the Bond Register 132 133 Registrar means the Borough Finance Director or any successor that 134 the Borough may appoint by resolution 135 136 Resolution means this Resolution No FY20 14-_of the Borough 137 138 Section Authorization of Bondsand Purpose of issuance Forthe purpose of providing 139 funds for financing theCosts 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 notto exceed $25000000 The proceeds of the Bonds shall beused to pay 143 Costs of the Project The Project serves 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 BondBank or Financial Institution or 147 soldat 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 Bondsexceed 149 $25000000 150 Kodiak Island Borough Alaska Resolution No FY2014-24 Page of 13 151 Section 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 withinthe Borough without limitation as to rateor 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 dueand 158 payable 159 160 Section Designation Maturities Interest Rates and Other Details of Bonds The 161 Bonds shall be designated Kodiak Island Borough Alaska General Obligation 162 School Bondt The Bonds shall be in thedenomination of $5000 or any 163 integral multiple thereof shall benumbered separately in the mannerand 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 anyusage 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 date on or after July 2014 and semi-annually 173 thereafter Interest will be computed on the basis of 360-day year consisting 174 of twelve 30-day months 175 176 Subject to Section and theremainder of this Section the dated date the 177 principal and interest payment dates therecorddates 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 Optional Redemption The Bonds if any subject to optional redemption by the 183 Borough the time or times when suchBonds aresubject to optional 184 redemption theterms 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 ofsaleof the Bonds by the BoroughManager or Finance Director 187 188 Section Selection of Bonds for Redemption Notice of Redemption 189 190 Selection of Bonds for Redemption When and if the BondBank or 191 Financial Institution is the Registered Owner of the Bonds the selectionof 192 Bonds to beredeemed shall be made as provided in the Loan Agreement 193 When and if the BondBank or Financial Institution is notthe Registered 194 Owner of the Bonds the selectionof Bonds to be redeemed shall be made as 195 provided in this subsection If the Borough redeems at any one time fewer 196 than all ofthe Bonds having the same maturity date the particular Bonds or 197 portions of Bonds of such maturity to beredeemed shall be selected by lot or 198 in such other manner determined by the Registrar in increments of $5000 In 199 the case of Bond of denomination greater than $5000 the Borough shall 200 treat such Bond as representing such number of separate Bonds each of the Kodiak Island Borough Alaska Resolution No FY2014-24 Page of 13 201 denomination of $5000 as is obtained by dividing the actual principal amount 202 of such Bond by $5000 In the event that onlyportion of the principal 203 amount of Bond is redeemedupon surrender of such Bond at the office of 204 the Registrar there shall be issued to the Registered Owner without charge 205 therefor for thethen unredeemed balance of the principal amount thereof at 206 the option of the Registered Owner Bond or Bonds of like maturity and 207 interest rate in any of thedenominationsauthorizedherein 208 209 Notice of Redemption When and if the BondBank or Financial 210 Institution is the Registered Owner of the Bonds noticeof any intended 211 redemption of Bonds shall be given as provided in the Loan Agreement When 212 and if the BondBank orFinancial Institution is notthe Registered Owner of 213 the Bonds noticeof any intended redemption of Bonds shall be given as 214 provided in this subsectionNotice of redemption shall be mailed not less 215 than 20 or more than 45 days prior to thedate 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 havebeen given when the 219 notice is mailed as herein provided whether ornot it is actually received by the 220 Registered Owners All notices of redemption shall be dated and shall state 221 the redemption date the redemption price 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 that on the redemption datethe redemption price will become 225 dueand 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 227 the place where such Bonds are to be surrendered for payment ofthe 228 redemption price which place of payment shall be the office of the Registrar 229 230 Official noticeof redemptionhaving been given as stated aboveBonds or 231 portions of Bonds to beredeemed 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 Installmentsof interest due on or 236 prior to the redemption date shall be payable as herein provided for payment of 237 interest All Bonds which havebeenredeemed shall be canceled and 238 destroyed by the Registrar and shall not be reissued 239 240 Each check or other transfer of fundsissued 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 suchcheck or othertransfer 243 Kodiak Island Borough Alaska Resolution No EY2014-24 Page of 13 244 Section Form of Bond Each Bond shall be in substantially the following form with 245 such variations omissions and insertions as may be requiredor permitted by 246 this Resolution 247 248 UNITEDSTATES OF AMERICA 249 250 KODIAKISLAND BOROUGH ALASKA 251 252 NO $_________ 253 254 GENERAL OBLIGATION SCHOOLBOND 255 256 REGISTERED OWNER 257 258 PRINCIPAL AMOUNT 259 260 The Kodiak Island Borough the Borough municipalcorporation of 261 theState of Alaska hereby acknowledges itself to owe and for valuereceived 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 hereofpayable on ____201_and semiannually thereafter on ____ 266 and ______of each year at the rates per annum as follows 267 268 Maturity Principal Interest 269 Date Amount 270 271 272 273 When and if this Bond is owned by theAlaska Municipal BondBank or 274 Financial Institution payment of principal and interestshall be made 275 as provided in the Loan Agreement between the BondBank orFinancial 276 Institution and the Borough the Loan Agreement When and if this Bond is 277 not owned by the BondBank orFinancial Institution installmentsof principal 278 of and interest on this Bond shall be paid by check or draft mailed by first class 279 mailto the Registered Owner as of theclose of business on the15th day of the 280 month before each installment payment date provided that the final 281 installmentof 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 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 theUnitedStates 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 Page6ofl3 294 This Bond is one of theGeneral 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 thecost of school and related 298 capital improvements in the Borough and is issued under Resolution No 299 FY2014-_of the Borough entitled 300 301 RESOLUTIONOF THE KODIAKISLAND BOROUGH ASSEMBLY 302 AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION 303 SCHOOLBONDS IN THE PRiNCIPAL AMOUNT OF NOTTO 304 EXCEED $25000000 TO PROVIDE FUNDSFORSCHOOL AND 305 RELATED CAPITAL IMPROVEMENTS IN THE BOROUGH ANDTO 306 PAYCOSTSOF ISSUING THE BONDS FIXiNG CERTAINDETAILS 307 OF SUCH BONDS AUTHORIZINGTHEIR SALE AND PROVIDING 308 FOR RELATED MATTERS 309 310 the Resolution 311 312 The Bonds of principal of this Bond maturing on and after 313 _____20_shall be subject to prepayment on and after _____20_at 314 the option of the Borough to any applicableprovisions of the Loan 315 Agreement in such principal amounts and from such maturities as the 316 Borough may determine and by lot within maturity at redemption price 317 equal to the principal amount to be prepaid plus accrued interest to thedate of 318 prepayment 319 320 This Bond is transferable as provided in the Resolution only upon 321 the Bond Register of the Borough and ii upon surrender of this Bond together 322 with written instrument of transfer duly executed by the Registered Owner or 323 the duly authorized attorney of the Registered Owner and thereupon new 324 fully registered Bond or Bonds in the same aggregate principal amountand 325 maturity shall be issued to the transferee in exchange therefor as provided in 326 theResolution and upon the payment of charges if any as therein prescribed 327 The Borough may treat and considerthe person in whose name this Bond is 328 registered as theabsolute owner hereof for the purpose of receiving payment 329 ofor 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 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 ITIS HEREBY CERTIFIED AND RECITED that all conditions acts or 337 things required by the constitution or statutesof theState of Alaska to exist to 338 have happened or to havebeen performedprecedent to or in theissuance of 339 this Bond exist have happened andhave 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 constitutionor 342 statutes 343 Kodiak Island Borough Alaska Resolution No FY2014-24 Page of 13 344 IN WITNESS WHEREOF THE KODIAKISLAND 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 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 KODIAKISLAND BOROUGH 351 352 353 /specimen/ 354 BoroughMayor 355 356 357 ATTEST 358 359 360 361 /specimen/ 362 Borough Clerk 363 364 Section 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 366 facsimile thereof shall be impressed or otherwise reproduced thereon and 367 attested by the manual or facsimile signature of the Borough Clerk The 358 execution of Bond on behalf of the Borough by persons who at the time of the 369 executionare duly authorized to holdthe proper officesshall be valid and 370 sufficient for all purposes although any such person shall haveceased 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 Payment of Principal and Interest The Bonds shall be payable in lawful money 375 of theUnitedStates of America which at the time of payment is legal tender for 376 the payment of public and private debts When and if the BondBank or 377 Financial Institution is the Registered Owner ofthe 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 orFinancial Institution is notthe Registered 380 Owner of the Bonds installmentsof principal of and interest on the Bonds shall 381 be paid by check mailed by first classmailto the Registered Owner as of the 382 recorddate for the installment payment at theaddress appearing on the Bond 383 Registerprovided that the final installmentof principal and interest on 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 39-1 that until all Bonds havebeen surrendered and canceled it will maintain 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 Kodiak Island Borough Alaska Resolution No FY2014-24 Page of 13 treat the person in whose name any Bond shall be registered as theabsolute owner of such eond for all purposes whether or notthe Bond shall be overdue and all payments of principal of and interest on Bond made to the Registered Owner thereof or upon its order shall be valid and effectualto satisfy and discharge the liability upon such Bond to theextent of the sum or sums so paid and neither the Borough northe Registrar shall be affected by any noticeto the contrary 401 Section 11 Transfer and Exchancie Bonds shall be transferred only upon the Bond Register Upon surrender for transfer or exchange of any Bond at the office of the Registrar together with written instrument of transfer or authorization for exchange in form and with guaranty of signature satisfactory to the Registrar duly executed by the Registered Owner or the duly authorized attorney of the Registered Owner the Borough shall execute and deliver an equalaggregate principal amount of Bonds of the same maturity of any authorized denominations subject to such reasonable regulations as the Borough may prescribe and uponpayment sufficient to reimburse it for any tax fee or other governmental charge required to be paid in connection with such transfer or exchange All Bonds surrendered for transfer or exchange shall be canceled by the Registrar Bonds Mutilated Destroyed Stolen or Lost Upon surrender to the Registrar of mutilated Bond the Borough shall execute and deliver new Bond of like maturity and principal amount Upon filing with the Registrar of evidence satisfactory to the Borough that Bond hasbeen destroyed stolen or lost and of the ownership thereof and upon furnishing the Borough with indemnity satisfactory to it the Borough shall execute and deliver new Bond of like maturity and principal amount The personrequesting theexecution and delivery of new Bond under this section shall comply with such other reasonable regulations as the Borough may prescribe and shall pay such expenses as the Borough may incur in connection therewith Dispositionof theSale Proceeds of the Bonds The sale proceeds of the Bonds representing accrued interest on the Bonds shall be applied to pay portion of the interest due on the Bondson the first interest payment date for the Bonds The sale proceeds of the Bonds representing original issue premium on the Bonds shall be applied to pay portion of the interest due on the Bonds on the first interest payment date for the Bonds or Costs of the Project and shall be deposited in such manner as the BoroughManager or the Borough Finance Director may determine The remaining sale proceeds of the Bonds shall be applied to pay Costs of the Project and shall be deposited in the appropriate funds or accounts of the Borough for such purposes Kodiak isLand Borough Alaska Resolution No FY2014-24 Page of 13 394 395 396 397 398 399 400 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 436 Section 12 Section 13 437 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 theextent 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 no use of the proceeds of the Bonds which will 442 cause the Bonds to be arbitrage bonds subject tofederal income taxation by 443 reason of Section 148 of the Code The Borough covenants that it will nottake 444 or permit any actionthat would cause the Bonds to be private activity bonds 445 as defined in Section 141 of the Code 446 447 Section 15 Amendatorv and Supplemental Resolutions 448 449 The Assembly from time to time and at any time may adopt resolution 450 orresolutions supplemental hereto which resolution or resolutionsthereafter 451 shall become part of this Resolution for any one or more of the following 452 purposes 453 454 To add to the covenants and agreements of the Borough in this 455 Resolution other covenants and agreements thereafterto be observed 456 or to surrender any right or power herein reserved toor conferred upon 457 the Borough 458 459 To make such provisions for the purpose of curing any 460 ambiguities orof 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 notinconsistentwith 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 withoutthe consent of the 468 Registered Owners of any of the Bonds at any time outstanding 469 notwithstanding any of the provisions of subsection of this section 470 471 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 resolution or resolutions supplemental hereto for the 474 purpose of adding any provisions toor changing in any manner or eliminating 475 any of the provisions of this Resolution orof any supplemental resolution 476 provided however that no such supplemental resolution shall 477 478 Extend the fixed maturity of any of the Bonds or reduce the rate 479 of interest thereon or extendthe 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 withoutthe consent of the 482 Registered Owner of each Bond so affected or 483 484 485 Kodiak Island Borough Alaska Resolution No FY2014-24 Page lOot 13 486 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 suchconsent approves the 494 substance thereof 495 496 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 theterms and conditions of this Resolution for any and all 503 purposes 504 505 Bonds executed and delivered after the adoption of any supplemental 506 resolution under this section may bear notation as to any matter provided for 507 in such supplemental resolution and if such supplemental resolution shall so 508 provide new Bonds modified soas to conform in the opinion of the Borough 509 to any modificationof this Resolutioncontained in any such supplemental 510 resolution may be prepared by the Borough and delivered withoutcost to the 511 Registered Owners of the Bonds then outstanding upon surrender for 512 cancellationof such Bonds in equalaggregate 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 redeemand retire any or all of the Bonds in accordance with their 517 termsare set aside in special trust account toeffect 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 ofthe principal of and interest on such Bondsand such Bonds shall 522 be deemed notto be outstanding 523 524 Section 17 Sale of Bonds The Bonds shall be soldat negotiated sale to the BondBank or 525 Financial Institution as provided in theform of Loan Agreement or at public 526 sale as the BoroughManager and Finance Director determine is in thebest 527 interest of the Borough Subject to the limitations provided in Sections and 528 each of the Borough Manager and the Borough Finance Director is hereby 529 authorized to determinethe 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 Page 11 ofl3 536 which in the judgment of each will result in thelowest 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 theform presented at this meeting or to sell 542 the Bonds at public sale as they deem appropriate and cost effective to and in 543 thebest 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 directedto doand 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 Bondsand 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 withthesaleof the Bonds is eligible to 554 purchase the Bonds as member of the original underwriting syndicate either sss at public or private sale 556 557 Section 20 OncjoinQ Disclosure The Boroughacknowledges that underRule 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 BondBank or 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 All payments made by the Borough of or on account of the principal of 567 or interest on the Bonds shall be made on theseveral Bonds ratably and in 568 proportion tothe amountdue thereon respectively for principal or interest as 569 the case may be 570 571 No recourse shall behad 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 arenot and shall not be in any way debt or 575 liability of theState of Alaska or of any political subdivision thereof except the 576 Borough anddo not and shall not create orconstitute 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 courtof 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 Page 12 of 13 586 Section 23 Effective Date ThisResolution shall become effective uponpassage and 587 approval 588 589 ADOPTED BY THE ASSEMBLY OF THE KODIAK iSLAND BOROUGH 590 THIS SIXTEENTH DAY OF JANUARY 2014 591 592 KODIAK ISLA19DBOTEOUGH 593 597 .$bfrol FriS4dBorough Mayor 598 599 ATTEST 600 601 1rai21 Jcwc 604 Nova Javier MMC rouh Clerk Kodiak Island Borough Alaska Resolution No FY2014-24 Page 13 of 13 CERTIFICATE OF CLERK Nova Javier MMC Clerkof the Kodiak Island Borough the Borough HEREBY CERTIFY thatthe document attached hereto is an accurate and complete copy of Resolution FY20 14-24 of the Borough adoptedby the Borough Assembly at meeting duly called and held January 162014 and that Resolution FY20 14-24has not been modified amended repealed or rescinded but is in full force and effect on the date hereof IN WITNESS WHEREOF have executed this certificate this 2011 day of February 2014 Nova Javier MIMC Borough Clerk Kodiak Island Borough 51342211.1