FY2016-05 Authorizing General Obligation School Bonds of $8,000,000 to fund School and Related Capital ImprovementsIntroduced by:
Borough Manager
Requested by:
Finance Director
Drafted by:
Bond Counsel
Introduced on:
08/20/2015
Adopted on:
08/20/2015
2 KODIAK ISLAND BOROUGH
3 RESOLUTION NO. FY2016-05
4
5 A RESOLUTION OF THE KODIAK ISLAND BOROUGH
6 ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE
7 GENERAL OBLIGATION SCHOOL BONDS IN THE PRINCIPAL
8 AMOUNT NOT TO EXCEED $8,000,000 TO PROVIDE FUNDS
9 FOR SCHOOL AND RELATED CAPITAL IMPROVEMENTS IN
10 THE BOROUGH AND TO PAY COSTS OF ISSUING THE BONDS,
11 FIXING CERTAIN DETAILS OF SUCH BONDS, AUTHORIZING
12 THEIR SALE, AND PROVIDING FOR RELATED MATTERS
13
14 WHEREAS, pursuant to Ordinance No. FY2010-03 of the Kodiak Island Borough,
15 Alaska (the "Borough"), adopted August 6, 2009, a question whether the Borough should
16 issue not to exceed $76,310,000 in general obligation bonds for the purpose of paying
17 the cost of planning, designing, and constructing school and related capital
18 improvements in the Borough, including without limitation, the reconstruction and
19 renovation of the Kodiak High School, referred to the regular Borough election held on
20 October 67 2009, as Proposition No. 1 ("Proposition 1 "), was passed and approved; and
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22 WHEREAS, pursuant to Resolution No. FY2011-187 the Borough issued its General
23 Obligation School Bond, 2011 Series A, in the principal amount of $8,000,000, as a
24 general obligation bond referred to in, Proposition 1; and
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26 WHEREAS, pursuant to Resolution No. FY2013-26, the Borough issued its General
27 Obligation School Bond, Series 2013, in the principal amount of $21,595,000, as a
28 general obligation bond referred to in Proposition 1; and
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30 WHEREAS, pursuant to Resolution No. FY2014-24, the Borough issued its General
31 Obligation School Bond, 2014 Series A, in the principal amount of $22,660,0007 as a
32 general obligation bond referred to in Proposition 1, and
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34 WHEREAS, $187310,000 principal amount of general obligation bonds remains unissued
35 under Proposition 1; and
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37 WHEREAS, the Borough received $7,000,000 grant funding that may ultimately reduce
38 the amount of bond proceeds needed for the project; and
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40 WHEREAS, the Assembly finds that it is in the best interest of the Borough to plan,
41 design, 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
43 to exceed $8,000,000 principal amount of general obligation bonds referred to in
44 Proposition 1, to pay part of the costs of the Project and costs of issuing the bonds; and
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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
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Kodiak Island Borough, Alaska Resolution No. FY2016-05
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WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each
of the Borough Manager and Borough Finance Director authority to determine the
maturity amounts, interest rates, and other details of the bonds, and to determine other
matters that are not provided for in this resolution, including without limitation, whether to
sell the Bonds to the Alaska Municipal Bond Bank (the "Bond Bank") or another
Financial Institution or to offer the Bonds at public sale;
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK
ISLAND BOROUGH THAT:
Section 1: Definitions. In addition to terms which are defined in the recitals above,
the following terms shall have the following meanings in this Resolution:
(a) "Assembly" means the Assembly of the Kodiak Island Borough, as
the general legislative authority of the Kodiak Island Borough, as the
same shall be duly and regularly constituted from time to time.
(b) "Bond" or "Bonds" means any of the "General Obligation School
Bonds" of the Kodiak Island Borough, the issuance and sale of which are
authorized herein.
(c) "Bond Bank" means the Alaska Municipal Bond Bank, a public
corporation of the State of Alaska.
(d) "Bond Bank Bonds" means the series of general obligation bonds
issued by the Bond Bank, all or part of the proceeds of which are used to
purchase the Bonds.
(e) "Bond Register" ster" means the registration books maintained by the
Registrar, which include the names and addresses of the Registered
Owners of the Bonds or their nominees.
(f) "Borou " means the Kodiak Island Borough, a municipal
corporation of the State of Alaska, organized as a second class borough
under Title 29 of the Alaska Statutes.
(g) "Borough Manager" means the Manager or Administrative Official
of the Borough.
(h) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, together with all regulations applicable thereto.
(i) "Cost" or "Costs" means the cost of planning, designing, acquiring
property for, acquiring, constructing, installing and equipping the Project,
including interest on the Bonds during the period of planning, designing,
acquiring property for, acquiring, constructing, installing, and equipping
the Project, the cost whether incurred by the Borough or by another of
field surveys and advance planning undertaken in connection with the
Project properly allocable to the Project, the cost of acquisition of any
land or interest therein required as the site or sites of the Project or for
use in connection therewith, the cost of any indemnity and surety bonds
and premiums on insurance incurred in connection with the Project prior
Kodiak Island Borough, Alaska
Resolution No. FY2016-05
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to or during construction thereof, all related direct administrative and
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inspection expenses whether incurred by the Borough or by another in
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connection with the Project prior to or during construction thereof and
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allocable portions of direct costs of the Borough, legal fees, costs of
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issuance of the Bonds by the Borough, including financing charges and
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fees and expenses of bond counsel, financial advisors and consultants in
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connection therewith, the cost of any bond insurance premium and bond
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ratings, the cost of audits, the cost of all machinery, apparatus, and
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equipment, cost of engineering, architectural services, designs, plans,
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specifications and surveys, estimates of cost, the reimbursement of all
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moneys advanced from whatever source for the payment of any item or
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items of cost of the Project, and ail other expenses necessary or
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incidental to the acquisition and development of the Project, the financing
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thereof and the putting of the same in use and operation.
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(j) "Financial Institution" means any bank or other financial institution
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insured by the Federal Deposit Insurance Corporation or the Federal
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Savings and Loan Insurance Corporation.
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(k) "Government Obligations" means obligations that are either
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(i) direct obligations of the United States of America or (ii) obligations of
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an agency or instrumentality of the United States of America the timely
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payment of the principal of and interest on which are unconditionally
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guaranteed by the United States of America.
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(I) "Loan Agreement" means the Loan Agreement between the
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Borough and the Bond Bank or other Financial Institution concerning the
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Bonds.
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(m) "Registered Owner" means the person named as the registered
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owner of a Bond in the Bond Register.
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(n) "Registrar" means the Borough Finance Director, or any
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successor that the Borough may appoint by resolution.
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(o) "Resolution" means this Resolution No. FY2016- of the
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Borough.
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140 Section 2:
Authorization of Bonds. and Purpose of Issuance. For the purpose of
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providing funds for financing the Costs of the Project, the Borough shall
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issue and sell general obligation bonds designated "Kodiak Island
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Borough, Alaska, General Obligation School Bonds" (the "Bonds") in the
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aggregate principal amount of not to exceed $8,000,000. The proceeds
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of the Bonds shall be used to pay Costs of the Project. The Project
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serves a public purpose of the Borough.
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148 The Manager and/or the Finance Director are hereby authorized to
149 determine whether the Bonds shall be sold to the Bond Bank or a
150 Financial Institution or sold at public sale, and whether to issue the Bonds
151 in one or more issues, but in no event shall the aggregate principal
152 amount of the Bonds exceed $8,000,000.
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Kodiak Island Borough, Alaska Resolution No. FY2016-05
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154 Section 3: Obligation of Bonds. The Bonds shall be direct and general obligations of
155 the Borough, and the full faith and credit of the Borough are hereby
156 pledged to the payment of the principal of and interest on the Bonds. The
157 Borough hereby irrevocably pledges and covenants that it will levy and
158 collect taxes upon all taxable property within the Borough without
159 limitation as to rate or amount, in amounts sufficient together with other
160 funds legally available therefor, to pay the principal of and interest on the
161 Bonds as the same become due and payable.
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163 Section 4: Designation, Maturities, Interest Rates, and Other Details of Bonds. The
164 Bonds shall be designated "Kodiak Island Borough, Alaska, General
165 Obligation School Bonds." The Bonds shall be in the denomination of
166 $5,000 or any integral multiple thereof, shall be numbered separately in
167 the manner and with such additional designation as the Registrar deems
168 necessary for purposes of identification, and may have endorsed thereon
169 such legends or text as may be necessary or appropriate to conform to
170 the rules and regulations of any governmental authority or any usage or
171 requirement of law with respect thereto.
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The Bonds shall mature in one or more years commencing no earlier than
2015 and ending no later than 2035. The Bonds shall bear interest from
their date, payable commencing on a date on or after April 1, 2016, and
semi-annually thereafter. Interest will be computed on the basis of a 360-
day year consisting of twelve 30-day months.
Subject to Section 2 and the remainder of this Section, the dated date,
the principal and interest payment dates, the record dates for interest
payments, the aggregate principal amount, the principal amount of each
maturity, and the interest rates on the Bonds shall be determined at the
time of execution of the Loan Agreement at or before public sale of the
Bonds under Section 17.
Section 5: Optional Redemption. The Bonds, if any,
by the Borough, the time or times whE
optional redemption, the terms upon
redeemed, and the redemption price c
Bonds, shall be determined at the time
Borough Manager or Finance Director.
subject to optional redemption
n such Bonds are subject to
which such Bonds may be
r redemption prices for such
of sale of the Bonds by the
Section 6: Selection of Bonds for Redemption; Notice of Redemption.
(a) Selection of Bonds for Redemption. When and if the Bond Bank
or a Financial Institution is the Registered Owner of the Bonds, the
selection of Bonds to be redeemed shall be made as provided in the Loan
Agreement. When and if the Bond Bank or a Financial Institution is not
the Registered Owner of the Bonds, the selection of Bonds to be
redeemed shall be made as provided in this subsection (a). If the
Borough redeems at any one time fewer than all of the Bonds having the
same maturity date, the particular Bonds or portions of Bonds of such
maturity to be redeemed shall be selected by lot (or in such other manner
determined by the Registrar) in increments of $5,000. In the case of a
Bond of a denomination greater than $5,000, the Borough shall treat such
Bond as representing such number of separate Bonds each of the
Kodiak Island Borough, Alaska
Resolution No. FY2016-05
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207 denomination of $5,000 as is obtained by dividing the actual principal
208 amount of such Bond by $5,000. In the event that only a portion of the
209 principal amount of a Bond is redeemed, upon surrender of such Bond at
210 the office of the Registrar there shall be issued to the Registered Owner,
211 without charge therefor, for the then unredeemed balance of the principal
212 amount thereof, at the option of the Registered Owner, a Bond or Bonds
213 of like maturity and interest rate in any of the denominations authorized
214 herein.
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216 (b) Notice of Redemption. When and if the Bond Bank or a Financial
217 Institution is the Registered Owner of the Bonds, notice of any intended
218 redemption of Bonds shall be given as provided in the Loan Agreement.
219 When and if the Bond Bank or a Financial Institution is not the Registered
220 Owner of the Bonds, notice of any intended redemption of Bonds shall be
221 given as provided in this subsection (b). Notice of redemption shall be
222 mailed not less than 20 or more than 45 days prior to the date fixed for
223 redemption by first class mail to Registered Owners of the Bonds to be
224 redeemed at their addresses as they appear on the Bond Register on the
225 day the notice is prepared. Notice of redemption shall be deemed to
226 have been given when the notice is mailed as herein provided, whether or
227 not it is actually received by the Registered Owners. All notices of
228 redemption shall be dated and shall state: (1) the redemption date; (2) the
229 redemption price; (3) if fewer than all outstanding Bonds are to be
230 redeemed, the identification (and, in the case of partial redemption, the
231 respective principal amounts) of the Bonds to be redeemed; (4) that on
232 the redemption date the redemption price will become due and payable
233 upon each such Bond or portion thereof called for redemption, and that
234 interest thereon shall cease to accrue from and after said date; and (5)
235 the place where such Bonds are to be surrendered for payment of the
236 redemption price, which place of payment shall be the office of the
237 Registrar.
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239 Official notice of redemption having been given as stated above, Bonds or
240 portions of Bonds to be redeemed shall, on the redemption date, become
241 due and payable at the redemption price therein specified, and from and
242 after such date, such Bonds or portions of Bonds shall cease to bear
243 interest. Upon surrender of such Bonds for redemption in accordance
244 with said notice, such Bonds shall be paid at the redemption price.
245 Installments of interest due on or prior to the redemption date shall be
246 payable as herein provided for payment of interest. All Bonds which have
247 been redeemed shall be canceled and destroyed by the Registrar and
248 shall not be reissued.
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250 Each check or other transfer of funds issued to pay the redemption price
251 of Bonds shall bear the CUSIP number, if any, identifying, by maturity the
252 Bonds being redeemed with the proceeds of such check or other transfer.
Kodiak Island Borough, Alaska Resolution No. FY2016-05
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Section 7: Form of Bond. Each Bond shall be in substantially the following form,
with such variations, omissions, and insertions as may be required or
permitted by this Resolution:
UNITED STATES OF AMERICA
KODIAK ISLAND BOROUGH, ALASKA
GENERAL OBLIGATION SCHOOL BOND
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Kodiak Island Borough (the "Borough"), a municipal
corporation of the State of Alaska, hereby acknowledges itself to owe and
for value received promises to pay to the Registered Owner identified
above, or its registered assigns, the principal amount identified above in
the following installments on each of the following years, and to pay
interest on such installments from the date hereof, payable on 1,
201 , and semiannually thereafter on 1, and 1, of each year,
at the rates per annum as follows:
Maturity Principal Interest
Date Amount Rate
When and if this Bond is owned by the Alaska Municipal Bond
Bank or a Financial Institution, payment of principal and interest shall be
made as provided in the Loan Agreement between the Bond Bank or
Financial Institution and the Borough (the "Loan Agreement'). When and
if this Bond is not owned by the Bond Bank or a Financial Institution,
installments of principal of and interest on this Bond shall be paid by
check or draft mailed by first class mail to the Registered Owner as of the
close of business on the 15th day of the month before each installment
payment date; provided, that the final installment of principal of and
interest on this Bond shall be payable upon presentation and surrender of
this Bond by the Registered Owner at the office of the Registrar. Interest
will be computed on the basis of a 360-day year consisting of twelve 30-
day months. Both principal of and interest on this Bond are payable in
lawful money of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public
and private debts.
This Bond is one of the General Obligation School Bonds of the
Kodiak Island Borough, Alaska, of like tenor and effect except as to
interest rate, serial number, right of redemption or prepayment and
maturity, and constituting Bonds authorized for the purpose of paying the
cost of school and related capital improvements in the Borough, and is
issued under Resolution No. FY2016- of the Borough entitled:
Kodiak Island Borough, Alaska
Resolution No. FY2016-05
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A RESOLUTION OF THE KODIAK ISLAND BOROUGH
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ASSEMBLY AUTHORIZING THE BOROUGH TO
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ISSUE GENERAL OBLIGATION SCHOOL BONDS IN
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THE PRINCIPAL AMOUNT OF NOT TO EXCEED
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$8,000,OOOTO PROVIDE FUNDS FOR SCHOOL AND
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RELATED CAPITAL IMPROVEMENTS IN THE
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BOROUGH AND TO PAY COSTS OF ISSUING THE
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BONDS, FIXING CERTAIN DETAILS OF SUCH
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BONDS, AUTHORIZING THEIR SALE, AND
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PROVIDING FOR RELATED MATTERS
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(the "Resolution").
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The Bonds [Installments of principal of this Bond] maturing on and
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after 1, 20 , shall be subject to prepayment on and after 1,
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20 , at the option of the Borough [(subject to any applicable provisions
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of the Loan Agreement)], in such principal amounts and from such
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maturities as the Borough may determine, and by lot within a maturity, at
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a redemption price equal to the principal amount to be prepaid, plus
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accrued interest to the date of prepayment.
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This Bond is transferable as provided in the Resolution, (i) only
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upon the Bond Register of the Borough, and (ii) upon surrender of this
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Bond together with a written instrument of transfer duly executed by the
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Registered Owner or the duly authorized attorney of the Registered
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Owner, and thereupon a new fully registered Bond or Bonds in the same
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aggregate principal amount and maturity shall be issued to the transferee
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in exchange therefor as provided in the Resolution and upon the payment
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of charges, if any, as therein prescribed. The Borough may treat and
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consider the person in whose name this Bond is registered as the
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absolute owner hereof for the purpose of receiving payment of, or on
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account of, the principal or redemption price, if any, hereof and interest
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due hereon and for all other purposes whatsoever.
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This Bond is a general obligation of the Kodiak Island Borough,
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and the full faith and credit of the Borough are pledged for the payment of
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the principal of and interest on this Bond as the same shall become due.
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IT IS HEREBY CERTIFIED AND RECITED that all conditions,
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acts or things required by the constitution or statutes of the State of
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Alaska to exist, to have happened or to have been performed precedent
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to or in the issuance of this Bond exist, have happened and have been
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performed, and that the series of Bonds of which this is one, together with
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all other indebtedness of the Borough, is within every debt and other limit
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prescribed by such constitution or statutes.
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IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH,
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ALASKA, has caused this Bond to be signed in its name and on its behalf
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by the manual or facsimile signature of its Mayor and its corporate seal
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(or a facsimile thereof) to be impressed or otherwise reproduced hereon
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and attested by the manual or facsimile signature of its Clerk, all as of the
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day of , 2015.
Kodiak Island Borough, Alaska Resolution No. FY2016-05
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KODIAK ISLAND BOROUGH
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/specimen/
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Borough Mayor
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ATTEST:
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/specimen/
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Borough Clerk
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370 Section 8:
Execution. The Bonds shall be executed in the name of the Borough by
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the manual or facsimile signature of the Mayor, and its corporate seal (or
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a facsimile thereof) shall be impressed or otherwise reproduced thereon
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and attested by the manual or facsimile signature of the Borough Clerk.
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The execution of a Bond on behalf of the Borough by persons who at the
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time of the execution are duly authorized to hold the proper offices shall
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be valid and sufficient for all purposes, although any such person shall
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have ceased to hold office at the time of delivery of the Bond or shall not
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have held office on the date of the Bond.
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380 Section 9:
Payment of Principal and Interest. The Bonds shall be payable in lawful
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money of the United States of America which at the time of payment is
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legal tender for the payment of public and private debts. When and if the
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Bond Bank or a Financial Institution is the Registered Owner of the
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Bonds, payment of principal of and interest on the Bonds shall be made
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as provided in the Loan Agreement. When and if the Bond Bank or a
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Financial Institution is not the Registered Owner of the Bonds,
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installments of principal of and interest on the Bonds shall be paid by
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check mailed by first class mail to the Registered Owner as of the record
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date for the installment payment at the address appearing on the Bond
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Register; provided, that the final installment of principal and interest on a
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Bond shall be payable upon presentation and surrender of the Bond by
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the Registered Owner at the office of the Registrar.
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394 Section 10:
Registration. The Bonds shall be issued only in registered form as to
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both principal and interest. The Borough designates the Borough
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Finance Director as Registrar for the Bonds. The Registrar shall keep, or
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cause to be kept, the Bond Register at the principal office of the Borough.
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The Borough covenants that, until all Bonds have been surrendered and
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canceled, it will maintain a system for recording the ownership of each
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Bond that complies with the provisions of Section 149 of the Code. The
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Borough and the Registrar may treat the person in whose name any Bond
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shall be registered as the absolute owner of such Bond for all purposes,
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whether or not the Bond shall be overdue, and all payments of principal of
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and interest on a Bond made to the Registered Owner thereof or upon its
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order shall be valid and effectual to satisfy and discharge the liability upon
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such Bond to the extent of the sum or sums so paid, and neither the
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Borough nor the Registrar shall be affected by any notice to the contrary.
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409 Section 11:
Transfer and Exchange. Bonds shall be transferred only upon the Bond
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Register. Upon surrender for transfer or exchange of any Bond at the
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office of the Registrar, together with a written instrument of transfer or
Kodiak Island Borough, Alaska Resolution No. FY2016-05
Page 8 of 12
412 authorization for exchange in form and with guaranty of signature
413 satisfactory to the Registrar, duly executed by the Registered Owner or
414 the duly authorized attorney of the Registered Owner, the Borough shall
415 execute and deliver an equal aggregate principal amount of Bonds of the
416 same maturity of any authorized denominations, subject to such
417 reasonable regulations as the Borough may prescribe and upon payment
418 sufficient to reimburse it for any tax, fee or other governmental charge
419 required to be paid in connection with such transfer or exchange. All
420 Bonds surrendered for transfer or exchange shall be canceled by the
421 Registrar.
422
423 Section 12: Bonds Mutilated. Destroyed, Stolen, or Lost. Upon surrender to the
424 Registrar of a mutilated Bond, the Borough shall execute and deliver a
425 new Bond of like maturity and principal amount. Upon filing with the
426 Registrar of evidence satisfactory to the Borough that a Bond has been
427 destroyed, stolen, or lost and of the ownership thereof, and upon
428 furnishing the Borough with indemnity satisfactory to it, the Borough shall
429 execute and deliver a new Bond of like maturity and principal amount.
430 The person requesting the execution and delivery of a new Bond under
431 this section shall comply with such other reasonable regulations as the
432 Borough may prescribe and shall pay such expenses as the Borough may
433 incur in connection therewith.
434
435 Section 13: Disposition of the Sale Proceeds of the Bonds. The sale proceeds of the
436 Bonds representing accrued interest on the Bonds shall be applied to pay
437 a portion of the interest due on the Bonds on the first interest payment
438 date for the Bonds. The sale proceeds of the Bonds representing original
439 issue premium on the Bonds shall be applied to pay a portion of the
440 interest due on the Bonds on the first interest payment date for the
441 Bonds, or Costs of the Project, and shall be deposited in such manner as
442 the Borough Manager or the Borough Finance Director may determine.
443 The remaining sale proceeds of the Bonds shall be applied to pay Costs
444 of the Project, and shall be deposited in the appropriate funds or accounts
445 of the Borough for such purposes.
446
447 Section 14: Tax Covenants. The Borough covenants to comply with any and all
448 applicable requirements set forth in the Code in effect from time to time to
449 the extent that such compliance shall be necessary for the exclusion of
450 the interest on the Bonds from gross income for federal income tax
451 purposes. The Borough covenants that it will make no use of the
452 proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds"
453 subject to federal income taxation by reason of Section 148 of the Code.
454 The Borough covenants that it will not take or permit any action that
455 would cause the Bonds to be "private activity bonds" as defined in Section
456 141 of the Code.
457
458 Section 15: Amendatory and Supplemental Resolutions.
459
460 (a) The Assembly from time to time and at any time may adopt a
461 resolution or resolutions supplemental hereto, which resolution or
462 resolutions thereafter shall become a part of this Resolution, for any one
463 or more of the following purposes:
464
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U:1'C
(1) To add to the covenants and agreements of the Borough in
this Resolution, other covenants and agreements thereafter to be
observed or to surrender any right or power herein reserved to or
conferred upon the Borough.
(2) To make such provisions for the purpose of curing any
ambiguities or of curing, correcting or supplementing any defective
provision contained in this Resolution or in regard to matters or
questions arising under this Resolution as the Assembly may
deem necessary or desirable and not inconsistent with this
Resolution and which shall not adversely affect the interests of the
Registered Owners of the Bonds.
Any such supplemental resolution may be adopted without the consent of
the Registered Owners of any of the Bonds at any time outstanding,
notwithstanding any of the provisions of subsection (b) of this section.
(b) With the consent of the Registered c
percent in aggregate principal amount of
outstanding, the Assembly may adopt a
supplemental hereto for the purpose of ad,
changing in any manner or eliminating any
Resolution or of any supplemental resolution;
such supplemental resolution shall:
wners of not less than 60
the Bonds at the time
resolution or resolutions
Jing any provisions to or
of the provisions of this
provided, however, that no
490 (1) Extend the fixed maturity of any of the Bonds, or reduce
491 the rate of interest thereon, or extend the time of payments of
492 interest from their due date, or reduce the amount of the principal
493 thereof, or reduce any premium payable on the redemption
494 thereof, without the consent of the Registered Owner of each
495 Bond so affected; or
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497 (2) Reduce the aforesaid percentage of Registered Owners of
498 Bonds required to approve any such supplemental resolution
499 without the consent of the Registered Owners of all of the Bonds
500 then outstanding.
501
502 It shall not be necessary for the consent of the Registered Owners of the
503 Bonds under this subsection to approve the particular form of any
504 proposed supplemental resolution, but it shall be sufficient if such consent
505 approves the substance thereof.
506
507 (c) Upon the adoption of any supplemental resolution under this
508 section, this Resolution shall be deemed to be modified and amended in
509 accordance therewith, and the respective rights, duties, and obligations
510 under this Resolution of the Borough and all Registered Owners of
511 outstanding Bonds shall thereafter be subject in all respects to such
512 modification and amendment, and all the terms and conditions of the
513 supplemental resolution shall be deemed to be part of the terms and
514 conditions of this Resolution for any and all purposes.
515
516 (d) Bonds executed and delivered after the adoption of any
517 supplemental resolution under this section may bear a notation as to any
Kodiak Island Borough, Alaska Resolution No. FY2016-05
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518 matter provided for in such supplemental resolution, and if such
519 supplemental resolution shall so provide, new Bonds modified so as to
520 conform, in the opinion of the Borough, to any modification of this
521 Resolution contained in any such supplemental resolution may be
522 prepared by the Borough and delivered without cost to the Registered
523 Owners of the Bonds then outstanding, upon surrender for cancellation of
524 such Bonds in equal aggregate principal amounts.
525
526 Section 16: Defeasance. In the event money and/or non -callable Government
527 Obligations maturing at such times and bearing interest to be earned
528 thereon in amounts sufficient to redeem and retire any or all of the Bonds
529 in accordance with their terms are set aside in a special trust account to
530 effect such redemption or retirement and such moneys and the principal
531 of and interest on such Government Obligations are irrevocably set aside
532 and pledged for such purpose, then no further payments need be made to
533 pay or secure the payment of the principal of and interest on such Bonds
534 and such Bonds shall be deemed not to be outstanding.
535
536 Section 17: Sale of Bonds. The Bonds shall be sold at negotiated sale to the Bond
537 Bank or a Financial Institution as provided in the form of Loan Agreement
538 or at public sale as the Borough Manager and Finance Director determine
539 is in the best interest of the Borough. Subject to the limitations provided
540 in Sections 2 and 4, , each of the Borough Manager and the Borough
541 Finance Director is hereby authorized to determine the aggregate
542 principal amount, maturity amounts, interest rates, yields, dated date,
543 principal and interest payment dates, redemption terms, if any, for the
544 Bonds, and other details of the Bonds; provided that the true interest cost
545 of the Bonds, expressed as an annual rate, does not exceed 6.0 percent.
546 In determining the maturity amounts, interest rates, yields, and
547 redemption terms, if any, for the Bonds, the Borough Manager or Borough
548 Finance Director shall take into account those factors which, in the
549 judgment of each, will result in the lowest true interest cost on the Bonds
550 to their maturity, including without limitation current financial market
551 conditions and current interest rates for obligations comparable in tenor
552 and quality to the Bonds. Based upon the foregoing determinations, the
553 Borough Manager and the Borough Finance Director each is authorized
554 to execute the Loan Agreement, in substantially the form presented at this
555 meeting, or to sell the Bonds at public sale as they deem appropriate and
556 cost effective to, and in the best interest of, the Borough.
557
558 Section 18: Authority of Officers. The Mayor, the Borough Manager, the Borough
559 Finance Director, and the Borough Clerk each is authorized and directed
560 to do and perform all things and determine all matters not determined by
561 this Resolution, to the end that the Borough may carry out its obligations
562 under the Bonds and this Resolution.
563
564 Section 19: Prohibited Sale of Bonds. No person, firm, or corporation, or any agent or
565 employee thereof, acting as financial consultant to the Borough under an
566 agreement for payment in connection with the sale of the Bonds is eligible
567 to purchase the Bonds as a member of the original underwriting syndicate
568 either at public or private sale.
569
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Section 20: Ongoing Disclosure. The Borough acknowledges that under Rule 15c2-
12 of the Securities and Exchange Commission (the "Rule") the Borough
may now or in the future be an "obligated person." In accordance with the
Rule, and as the Bond Bank, or a Financial Institution may require, the
Borough shall undertake to provide certain annual financial information
and operating data as shall be set forth in the Loan Agreement.
Section 21: Miscellaneous.
(a) All payments made by the Borough of, or on account of, the
principal of or interest on the Bonds shall be made on the several Bonds
ratably and in proportion to the amount due thereon, respectively, for
principal or interest as the case may be.
(b) No recourse shall be had for the payment of the principal of or the
interest on the Bonds or for any claim based thereon or on this Resolution
against any member of the Assembly or officer of the Borough or any
person executing the Bonds. The Bonds are not and shall not be in any
way a debt or liability of the State of Alaska or of any political subdivision
thereof, except the Borough, and do not and shall not create or constitute
an indebtedness or obligation, either legal, moral, or otherwise, of such
state or of any political subdivision thereof, except the Borough.
Section 22: Severability. If any one or more of the provisions of this Resolution shall
be declared by any court of competent jurisdiction to be contrary to law,
then such provision shall be null and void and shall be deemed separable
from the remaining provisions of this Resolution and shall in no way affect
the validity of the other provisions of this Resolution or of the Bonds.
Section 23: Effective Date. This Resolution shall become effective upon passage and
approval.
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS TWENTIETH DAY OF AUGUST, 2015
ATTEST:
Nova M. Javier','Borough Perk
KODIAK ISLAND BOROUGH
Jerrol Friend, Borough Mayor
Kodiak Island Borough, Alaska
Resolution No. FY2016-05
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