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02Introduced by Borough Manager Requested by Finance Director Drafted by Bond Counsel Introduced on 06120/2015 Adopted on 06/20/2015 KODIAKISLAND BOROUGH RESOLUTION NO F2016-05 RESOLUTION OF THE KODIAKISLAND BOROUGH ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOLBONDS IN THE PRINCIPAL AMOUNT NOTTO EXCEED $8000000 TO PROVIDE FUNDS FORSCHOOLANDRELATED CAPITAL IMPROVEMENTS IN 10 THE BOROUGH AND TO PAYCOSTSOF ISSUING THE BONDS 11 FIXING CERTAINDETAILS OFSUCH BONDS AUTHORIZING 12 THEIR SALE AND PROVIDING FORRELATED MATTERS 13 14 WHEREAS pursuant to Ordinance No FY2OIO-03 of theKodiak Island Borough 15 Alaska the Borough adopted August 2009 question whether the Borough should 16 issue not to exceed $76310000 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 theKodiak High School referred to the regular Borough election held on 20 October 2009 as Proposition No Proposition was passed and approved and 21 22 WHEREAS1 pursuant to Resolution No FY2OI 1-18 the Borough issued its General 23 Obligation School Bond 2011 Series in the principal amount of $8000000 as 24 general obligation bond referredto In Proposition and 25 26 WHEREAS pursuant to Resolution No FY2013-26 the Borough issued its General 27 Obligation School Bond Series 2013 in the principal amount of $21595000 as 28 general obligation bond referredto in Proposition and 29 30 WHEREAS pursuant to Resolutioq No FY2014-24 the Borough issued its General 31 Obligation School Bond 2014 Series in the principal amount of $22660000 as 32 general obligation bond referredto in Proposition and 33 34 WHEREAS $18310000 principal amount of general obligation bonds remainsunissued 35 under Proposition and 36 37 WHEREAS the Borough received $7000000 grantfunding that may ultimately reduce 38 the amount of bond proceeds needed for the project and 39 40 WHEREAS the Assembly finds that it isin the best interest of the Borough to plan 41 design and constructtheschool capital improvements described in Proposition as the 42 reconstruction and renovation of theKodiak High School the Project and to issue not 43 to exceed $8000000 principal amount of general obligation bonds referred to in 44 Proposition to pay part of the costs 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 the form and manner of safe of bonds and notes and 48 Kodiak Island Borough Alaska Resolution No FY2OI 6-05 Page lofl2 49 WHEREAS the Assembly findsthat it is necessary and appropriate to delegate to each 50 of the Borough Manager and Borough Finance Director authority to determine the 51 maturity amounts interest rates and other detailsof the bonds and to determineother 52 mailers that are not provided for in this resolution including without limitation whether to 53 sell the Bonds to the Alaska Municipal BondBank the uBond Bank oranother 54 FinancialInstitutionor to offer the Bonds at public sale 55 56 57 NOW THEREFORE BE IT RESOLVED BY THE ASSEMBLYOF THE KODIAK 58 ISLAND BOROUGH THAT 59 60 SectIon Definitions In addition to terms which are defined in the recitals above 61 the following terms shall have the following meanings in this Resolution 62 63 Assembly means the Assembly of the Kodiak Island Borough as 64 the general legislativeauthority of theKodiak Island Borough asthe 65 same shall be duly and regularly constituted fromtime to time 66 67 Bond or Bonds means any of the General Obligation School 68 Bonds of theKodiak Island Borough the issuance and sale of which are 69 authorized herein 70 71 Bond Bank means the Alaska Municipal Bond Bank public 72 corporation of theState of Alaska 73 74 Bond Bank BondsN means the seriesof general obligation bonds 75 issued by the Bond Bank all or part Of the proceeds of which are used to 76 purchase the Bonds 77 78 Bond Register means the registration books maintained by the 79 Registrar whichincludethe names and addresses of the Registered 80 Owners of the Bonds ortheir nominees 81 82 Borough means theKodiak Island Borough municipal 83 corporation of theState of Alaska organized as second class borough 84 under Title 29 of the AlaskaStatutes 85 86 Borough Managermeans the Manager or Administrative Official 87 of the Borough 88 89 Code means the Internal Revenue Code of 1986 as amended 90 fromtime to time together with all regulations applicable thereto 91 92 U1 or Costs means thecost of planning designingacquiring 93 property for acquiringconstructing installing and equipping the Project 94 including interest on the Bonds during the period of planning designing 95 acquiringproperty for acquiringconstructing installing and equipping 96 the Project thecost whether incurred by the Borough or by another of 97 field surveys andadvance planning undertaken in connection with the 98 Project properly allocable to the Project thecost of acquisition of any 99 land or interesttherein required as the site or sitesof the Project or for 100 use in connection therewith thecost of any indemnity and surety bonds 101 and premiums on insuranceincurred in connection with the Project prior Kodiak Island Borough Alaska Resolution No FY20 6-05 Page of 12 102 to or during construction thereof all relateddirect administrative arid 103 inspection expenses whether incurred by the Borough or by another in 104 connection with the Project prior to or during constructionthereof and 105 allocable portions ofdirect costs of the Borough legal fees costs of 106 issuance of the Bonds by the Borough including financingcharges and 107 fees and expenses of bond counsel financial advisors and consultants in 108 connection therewith thecost of any bond insurance premium andbond 109 ratings the cost of audits thecost of all machinery apparatus and 110 equipment cost of engineering architectural services designs plans 111 speccations and surveys estimates of cost thereimbursement of all 112 moneys advanced from whatever source for the payment of any Item or 113 items of cost of the Project and ail other expenses necessary or 114 incidental to the acquisition and development of the Project the financing 115 thereof and the putting of the same in useand operation 116 117 Financial Institution means any bank or other financialinstitution 118 insured by the Federal Deposit Insurance Corporation or the Federal 119 Savings andLoan Insurance Corporation 120 121 Government Obligations means obligations that are either 122 direct obligations of theUnited States of America or Ii obligations of 123 an agency or instrumentality of the United Statesof America the timely 124 payment of the principal of and interest on which are unconditionally 125 guaranteed by the United States of America 126 127 LoanAgreement means the Loan Agreement between the 128 Borough and the BondBank orotherFinancial Institution concerning the 129 Bonds 130 131 Registered Owner means the person named as the registered 132 owner of Bond in the Bond Register 133 134 Registrar means the Borough Finance Director or any 135 successor that the Borough may appoint by resolution 136 137 Resolution means this Resolution No FY2016-of the 138 Borough 139 140 SectIon Authorization of Bonds and Purpose of Issuance For the purpose of 141 providing funds for financing the Costs of the Project the Borough shall 142 issue and sell general obligation bonds designated Kodiak Island 143 Borough Alaska General Obligation School Bonds the Bonds in the 144 aggregate principal amount of notto exceed $8000000 The proceeds 145 of the Bonds shall beused to pay Costs of the Project The Project 146 serves public purpose of the Borough 147 148 The Manager andlor theFinance Director are hereby authorized to 149 determine whether the Bonds shall be sold to the BondBank or 150 Financial Institution or soldat 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 Bondsexceed $8000000 153 Kodiak Island Borough Alaska Resolution No FY2016-05 Page of 12 154 SectIon Obligation of Bonds The Bonds shall be direct and general obligations of 155 the Borough and the full faith and creditof 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 wilt levy and 158 collect taxes upon all taxable property within the Borough without 159 limitation as torate 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 becomedueand payable 162 163 SectIon Designation Maturities Interest Rates and Other Detailsof Bonds The 164 Bonds shall be designated 4Kodiak Island Borough Alaska General 165 Obligation School Bonds TheBonds shall be in thedenomination of 166 $5000 or any integralmultiple thereof shall be numbered separately in 167 the manner and with such additional designation asthe 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 172 173 TheBonds shall mature in one or more years commencing no earlier than 174 2015and ending no later than 2035 The Bonds shall bear interest from 175 their date payable commencing on date on or after April 2016 and 176 semi-annually thereafter Interest will be computed on thebasis of 360- 177 day year consisting of twelve 30-day months 178 179 Subject to Section and the remainder of this Section the dated date 180 the principal and interest payment dates the record dates for interest 181 payments the aggregate principal amount the principal amount of each 182 maturity and the interestrates on the Bonds shall be determined at the 183 time of execution of the Loan Agreement at or before public sale of the 184 Bonds under Section 17 185 186 SectIon Optional Redemption The Bonds if any subject to optional redemption 187 by the Borough the timeortimes when such Bonds are subject to 188 optional redemption the terms upon which such Bonds may be 189 redeemed and the redemption price or redemptionprices for such 190 Bonds shall be determined at the time of sale of the Bonds by the 191 BoroughManager or Finance Director 192 193 Section Selection of Bonds for Redemtion Notice of Redemption 194 195 Selection of Bonds for Redemption When and if the BondBank 196 or FinancialInstitution is the Registered Owner of the Bonds the 197 selection of Bonds to be redeemed shall be made as provided in the Loan 198 Agreement When and if the BondBank or FinancialInstitution is not 199 the Registered Owner of the Bonds the selectionof Bonds to be 200 redeemed shall be made as provided in this subsection If the 201 Borough redeems at any one timefewer than all of the Bonds having the 202 same maturity date the particular Bonds or portions of Bonds of such 203 maturity to be redeemed shall be selected by lot or in such other manner 204 determined by the Registrar in increments of $5000 In thecase of 205 Bond of denomination greater than $5000 the Borough shalltreat such 206 Bond as representing such number of separate Bonds each of the Kodiak Island Borough Alaska Resolution No FY2016-05 Page4 ofl2 207 denomination of $5000 as is obtained by dividing the actual principal 208 amount of suchBond by $5000 In theevent that only portion of the 209 principal amount of 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 thethen unredeemed balance of the principal 212 amount thereof at the option of the Registered Owner Bond or Bonds 213 of like maturity and interestrate in any of the denominationsauthorized 214 herein 215 216 Notice of Redemption en and if the Bond Bank or Financial 217 Institution is the Regltered 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 BondBank or FinancialInstitution is notthe Registered 220 Owner of the Bonds notice of any intended redemption of Bonds shall be 221 given as provided in this subsection Notice of redemption shall be 222 mailed not less than 20 or more than 45 days prior to thedate fixedfor 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 onthe 225 day thenotice is prepared Notice of redemption shall be deemed to 226 havebeen 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 the redemption date the 229 redemptIon price 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 that on 232 the redemption datethe redemption price will become dueand 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 235 the place where such Bonds are to be surrendered for payment of the 236 redemption price which place of payment shall be the officeof the 237 Registrar 238 239 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 withsaid notice such Bonds shall be paid at the redemptionprice 245 Installments ofinterest dueon 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 249 250 Eachcheck orother transferof fundsissued 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 suchcheck or other transfer Kodiak Island Borough Alaska Resolution No FY20 16-05 Page of 12 253Section Form of Bond EachBond shall be in substantially the following form 254 with such variations omissions and insertions as may be required or 255 permitted by this Resolution 256 257 UNITEDSTATES OF AMERICA 258 259 KODIAK ISLAND BOROUGH ALASKA 260 261 NO ______$________ 262 263 GENERAL OBLIGATION SCHOOL BOND 264 265 REGISTERED OWNER 266 267 PRINCIPAL AMOUNT 268 269 The Kodiak Island Borough the Borough municipal 270 corporation of theState of Alaska hereby acknowledges itself to owe and 271 for valuereceived promises to pay to the Registered Owner identified 272 above1 or its registered assigns the principal amount identified above in 273 the following installments on each of the following years and to pay 274 interest on such installments from thedate hereof payable on ____ 275 201_I and semiannually thereafter on ____and ____of each year 276 at the rates per annum as follows 277 278 MaturityPrincipal Interest 279 Date Amount 280 281 282 283 When and if this Bond is owned by theAlaska Municipal Bond 284 Bank or Financial Institution payment of principal and interestshall be 285 made as provided in the Loan Agreement between the BondBank or 286 FinancialInstitution and the Borough the Loan Agreement When and 287 if this Bond is not owned by the BondBank or Financial Institution 288 installmentsof principal of and interest on this Bond shall be paidby 289 check or draft mailed by first classmail to the Registered Owner as of the 290 close of business on the15th day of the month before each installment 291 payment date provided that the final installment of principal of and 292 interest on this Bond shall be payable upon presentation and surrender of 293 this Bond by the Registered Owner at the office of the Registrar Interest 294 will be computed on the basis of 360-day year consisting of twelve 30- 295 day months Both principal of and interest on this Bond are payable in 296 lawful money of theUnitedStates of America which on the respective 297 dates of payment thereof shall be legal tender for the payment of public 298 and private debts 299 300 This Bond is one of the General Obligation School Bonds of the 301 Kodiak Island Borough Alaska of like tenor and effect except as to 302 interest rate serial number right of redemption or prepayment and 303 maturity1 and constituting Bonds authorized for the purpose of paying the 304 cost of school and related capital improvements in the Borough and is 305 issuedunderResolution No FY2016-_of the Borough entitled Kodiak Island Borough Alaska Resolution No FY20 6-05 Page of 12 306 307 RESOLUTION OF THE KODIAKISLAND BOROUGHr-308 ASSEMBLY AUTHORIZiNG THE BOROUGH TO 309 ISSUE GENERAL OBLIGATION SCHOOLBONDS IN 310 THE PRINCIPAL AMOUNT OF NOTTO EXCEED 311 $8000000TO PROVIDE FUNDS FORSCHOOLAND 312 RELATED CAPITAL IMPROVEMENTS IN THE 313 BOROUGH AND TO PAYCOSTS OF ISSUING THE 314 BONDS FIXING CERTAIN DETAILS OFSUCH 315 BONDS AUTHORiZING THEIR SALE AND 316 PROVIDING FORRELATEDMATTERS 317 318 the Resolution 319 320 The Bonds of principal ofthis Bondjmaturing onand 321 after _____20_shall be subject to prepayment onand after _____ 322 20_at the option of the Borough to any applicableprovisions 323 of the Loan Agreement in such principal amounts and from such 324 maturities as the Borough may determine and by lot within maturity at 325 redemption price equal to the principal amount to be prepaid plus 326 accrued interest to thedate of prepayment 327 328 This Bond is transferable as provided in the Resolutiononly 329 upon the Bond Register of the Borough and ii upon surrender of this 330 Bond together with written instrument oftransfer duly executed by the 331 Registered Owner or the duly authorized attorney of the Registered 332 Owner and thereupon new fully registered Bond or Bonds in the same 333 aggregate principal amount and maturity shall be issued to the transferee 334 in exchange therefor as provided in theResolution and upon the payment 335 of charges if any as therein prescribed The Borough may treat and 336 consider the person in whose name this Bond is registered as the 337 absolute owner hereof for the purpose of receiving payment of or on 338 account of the principal or redemption price if any hereof end interest 339 duehereon and for all other purposes whatsoever 340 341 This Bond is general obligation of theKodiak Island Borough 342 and the full faith and creditof the Borough are pledged for the payment of 343 the principal of and iqterest on this Bond as the same shall become due 344 345 ITIS HEREBY CERTIFIED AND RECITED that all conditions 346 acts or thingsrequired by the constitution or statutesof the State of 347 Alaska to exist to have happened or to havebeen performedprecedent 348 to or in the issuance ofthis Bond exist have happened and havebeen 349 performed and that the seriesof Bonds of which this is one together with 350 all otherindebtedness of the Borough is within everydebt and other limit 351 prescribed by such constitution orstatutes 352 353 IN WITNESS WHEREOF THE KODIAK ISLAND BOROUGH 354 ALASKA has caused this Bond to be signed in its name andon its behalf 355 by the manual or facsimile signature of its Mayor and its corporate seal 356 or facsimile thereof to be impressed orotherwise reproduced hereon 357 and attested by the manual or facsimile signature of its Clerk all as of the 358 ____day of 2p15 Kodiak Island Borough Alaska Resolution No FY2016-05 Page of 12 359 360 KODIAK ISLAND BOROUGH 361 362 /speclmen/ 363 Borough Mayor 364 365 ATTEST 366 367 Ispecimenl 368 Borough Clerk 369 370 SectIon Execution TheBonds shall be executed in the name of the Borough by 371 the manual or facsimile signature of the Mayor and its corporate seal or 372 facsimile thereof shall be impressed or otherwise reproduced thereon 373 and attested by the manual or facsimile signature of the Borough Clerk 374 The execution of Bondon behalf of the Borough by persons who at the 375 time of theexecutionare duly authorized to holdthe proper officesshall 376 be valid and sUfficient for all purposes although any such person shall 377 haveceased to hold office at the time of delivery of the Bond or shall not 378 have held office onthedate of the Bond 379 380 SectIon Payment ofPrincipal and Interest TheBonds shall be payable in lawful 381 money of theUnitedStates of America which at the time of payment is 382 legal tender for the payment of public and private debts When and if the 383 BondBank orFinancialInstitution is the Registered Owner of the 384 Bonds payment of principal of and interest on the Bonds shall be made 385 as provided in the Loan Agreement When and if the BondBank or 386 FinancialInstitution is notthe Registered Owner of the Bonds 387 installments of principal of and interest on the Bonds shall be paidby 388 check mailed by first class mail to the Registered Owner as of the record 389 date for the installment payment at the address appearing on the Bond 390 Registerprovided that the final installmentof principal and interest on 391 Bond shall be payable upon presentation and surrender of the Bond by 392 the Registered Owner at the office of the Registrar 393 394 Section 10 Registration The Bonds shall be issued only in registered form as to 395 both principal and interest The Borough designates the Borough 396 Finance Director as Registrar for the Bonds The Registrar shall keep or 397 cause to be kept the Bond Register at the principal office of the Borough 398 The Borough covenants that until all Bonds havebeen surrendered and 399 canceled it will maintain system for recording the ownership of each 400 Bond that complies with the provisions of Section149 of the Code The 401 Borough and the Registrar may treat the person in whose name any Bond 402 shall be registered asthe absolute owner of such Bond for all purposes 403 whether or notthe Bond shall be overdue and all payments of principal of 404 and interest on Bond made to the Registered Owner thereof or upon its 405 order shall be valid and effectualto satisfy and discharge the liability upon 406 such Bond to the extent of the sum or sums so paid and neither the 407 Borough nor the Registrar shall be affected byany notice to the contrary 408 409SectIon 11 Transfer and Exchange Bonds shall be transferred only upon the Bond 410 Register Upon surrender for transfer or exchange of any Bond at the 411 office of the Registrartogether with written instrument oftransfer or Kodiak Island Borough Alaska Resolution No FY2016-05 Page of 12 412 authorization for exchange in form and with guaranty of signature 413 satisfactory to the Rgistrar duly executed by the Registered Owner or 414 the duly authorized attorney of the Registered Owner the Borough shall 415 execute and deliver an equalaggregate principal amount of Bonds of the 416 same maturity of any authorized denominations subject to such 417 reasonable regulations asthe 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 connectionwith such transferor exchange All 420 Bonds surrendered for transfer or exchange shall becanceled by the 421 Registrar 422 423 Section 12 Bonds Mutilated Destroyed Stolen or Lost Upon surrender to the 424 Registrar of mutilated Bond the Borough shall execute and deliver 425 new Bond of like maturity and principal amount Upon filing with the 426 Registrar of evidence satisfactory to the Borough that Bondhasbeen 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 new Bond oflike maturity and principal amount 430 The personrequesting the execution and delivery of new Bond under 431 this section shall comply with such otherreasonable 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 theSale Proceeds of the Bonds The sale proceeds of the 436 Bonds representing accrued interest on the Bonds shall be applied to pay 437 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 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 BoroughManager 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 447SectIon 14 Tax Covenants The Borough covenants to comply with any and all 448 applicablerequirements set forth in the Code In effect fromtime to time to 449 theextent 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 nouse 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 nottake 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 458Section 15 Amendatory and Supplemental Resolutions 459 460 The Assembly fromtime to time and at any time may adopt 481 resolutionorresolutions supplementalhereto which resolution or 462 resolutions thereaftershall become part ofthis Resolution for any one 463 or more of the following purposes 464 Kodiak Island Borough Alaska Resolution No FY2016-05 Page of 12 465 Toadd to thecovenants and agreements of the Borough in 466 this Resolution other covenants and agreements thereafter to be 467 observed or to surrender any right or power hereinreserved to or 468 conferred upon the Borough 469 470 To make such provisions for the purpose of curing any 471 ambiguities or of curing correcting or supplementing any defective 472 provision contained in this Resolution or in regard to matters or 473 questions arising undr this Resolution as the Assembly may 474 deem necessary or desirable and not inconsistent with this 475 Resolution and which shall not adversely affect the interests of the 476 Registered Owners of the Bonds 477 478 Any such supplemental resolution may be adopted withouttheconsent of 479 the Registered Owners of any of the Bonds at any time outsLanding 480 notwithstanding any of the provisions of subsection ofthis section 481 482 Withtheconsent of the Registered Owners of not less than 80 483 percent in aggregate principal amount of the Bonds at thetime 484 outstanding the Assembly may adopt resolution or resolutions 485 supplemental hereto for the purpose of adding any provisions to or 486 changing in any manner or eliminating any of the provisions ofthis 487 Resolution or of any supplementalresolutionprovided however that no 488 such supplemental resolution shall 489 490 Extendthe 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 theconsent of the Registered Owner of each 495 Bond so affected or 496 497 Reduce the aforesaid percentage of Registered Owners of 498 Bonds required to approve any such supplemental resolution 499 without theconsent 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 proposedsupplementalresolution but it shall be sufficient if such consent 505 approves the substance thereof 506 507 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 resolutionshall be deemed to be part of the terms and 514 conditions of this Resolution for any and all purposes 515 516 Bonds executed and delivered after the adoption of any 517 supplemental resolution under this section may bearnotation as to any Kodiak Island Borough Alaska Resolution No FY2016-05 Page 10 of 12 518 matter provided for in such supplemental resolution and if such 519 supplemental resolutionshall so provide new Bonds modified soas to 520 conform in the opinion ofthe Borough to any modification of this 521 Resolution contained in any such supplemental resolution may be 522 prepared by .the Borough and deliveredwithoutcost to the Registered 523 Owners of the Bonds then outstanding upon surrender for cancellationof 524 such Bonds in equalaggregate principal amounts 525 526Section 16 Defeasance In theevent money and/or non-callable Government 527 Obligationsmaturing 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 termsare set aside in special trust account to 530 effect such redemption or retirement andsuch moneys and the principal 531 of and interest onsuch Government Obligations are irrevocably set aside 532 and pledged for such purpose then no further payments needbe made to 533 pay orsecure the payment of the principal of and interest onsuchBonds 534 andsuch 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 Financial Institution as provided in the form of Loan Agreement 538 or at public sale asthe BoroughManager and Finance Director determine 539 isin the best interestof the Borough Subject to the limitations provided 540 in Sections andeach of the BoroughManager 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 detailsof the Bonds provided that the trueinterest 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 FinanceDirector shall take into account those factors which in the 549 judgment of each will result in thelowest trueinterest cost on the Bonds 550 to their maturity including without limitation current financial market 551 conditions and current interestrates for obligations comparable in tenor 552 and quality to the Bonds Based upon the foregoingdeterminations the 553 BoroughManager and the Borough FinanceDirector each is authorized 554 to executethe 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 doand 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 Sae of Bonds No person firm or corporation or anyagent or 565 employee thereof acting as financial consultant to the Borough under an 566 agreement for payment in connection with the saleofthe Bonds is eligible 567 to purchase the Bond as member of the original underwritingsyndicate 568 either at public or private sale 569 Kodiak Island Borough Alaska Resolution No FY2016-05 Page 11 of 12 570 SectIon 20 Ongoing Disclosure The Borough acknowledges that under Rule5c2- 571 12 of the Securities and Exchange Commission the Rule the Borough 572 may now or in the future be an obligated person In accordance with the 573 Rule and as the Bond Bank or FinancialInstitution may require the 574 Borough shall undertake to provide certain annual financial information 575 and operating dataas shall be setforth in the Loan Agreement 576 577 SectIon 21 Miscellaneous 578 579 All payments made by the Borough of or on account of the 580 principal oforinterest on the Bonds shall be made on theseveral Bonds 581 ratably and in proportion to the amount due thereon respectively for 582 principal or interest asthecase may be 583 584 No recourse shall behad for the payment of the principal of or the 585 interest on the Bonds orfor any claim based thereon or on this Resolution 586 against any member of the Assembly or officerof the Borough or any 587 person executing the Bonds The Bonds are not and shall not be in any 588 way debt or liability of theState of Alaska or of any political subdivision 589 thereof except the Borough anddo not and shall not create orconstitute 590 an Indebtedness or obligation either legal moral or otherwise of such 591 state or of any political subdivision thereof except the Borough 592 593 SectIon 22 Severability If any one or more of the provisions ofthis Resolution shall 594 be declared by any court of competent jurisdiction to be contrary to law 595 then such provision shall be null and void and shall be deemed separable 596 from the remainingprovisions of this Resolution and shall in no way affect 597 the validity of the other provisions ofthis Resolution or of the Bonds 598 599 SectIon 23 Effective Date This Resolution shall become effective upon passage and 600 approval 601 602 ADOPTED BY THE ASSEMBLYOF THE KODIAK ISLAND BOROUGH 603 THIS TWENTIETH DAY OF AUGUST 2015 604 605 KODIAKISLAND BOROUGH 606 610 Jerrol Friend BoroughMayor 611 612 ATTEST ______ 617 Nova Javie Borough erk Kodiak Island Borough Alaska Resolution No FY2016-05 Page 12 of 12