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Tab_202[I4*1l I [II!]i1U111 I, HELENA HILDRETH, Deputy Borough Clerk of the Northwest Arctic Borough, Alaska (the "Borough"), HEREBY CERTIFY that the document attached hereto is an accurate and complete copy of Resolution 16-43 adopted by the Borough Assembly at a special meeting duly called and held on September 15, 2016, and that Resolution 16-43 has not been modified, amended, repealed, or rescinded, but is in full force and effect on the date hereof, IN WITNESS WHEREOF, I have executed this certificate and impressed the seal of the Borough hereon this 3rd day of November, 2016. NORTHWEST ARCTIC BOROUGH, ALASKA HELENA HILDRETH, Deputy Borough Clerk [S E A L ] 505729\1 2\00550484 MII WHEREAS, the Northwest Arctic Borough, Alaska (the "Borough") is a home rule borough and under Section 11 of Article X of the Alaska Constitution may exercise all legislative power not prohibited by law or the charter of the Borough, and it has been determined that the matters set forth in this resolution are not prohibited by law or the charter; and WHEREAS, there are now outstanding General Obligation Refunding Bonds, 2007 Series A of the Borough maturing on December 1 in the years 2017 through 2020 in the aggregate principal amount of $4,595,000 (the "2007 Bonds"), issued under Resolution 06-57 of the Borough; and WHEREAS, the Assembly finds that it is in the best interest of the Borough to provide for the refunding, including the payment of principal of, and premium and interest on, those maturities of the 2007 Bonds (the "Refunded Bonds") whose refunding the Mayor or the Mayor pro tempore determines will produce the percentage debt service savings specified in this resolution, by the issuance of general obligation refunding bonds (the "Bonds") in the aggregate principal amount of not to exceed $4,750,000; and WHEREAS, Article IX, Section 11 of the Alaska Constitution and Section 29.47.320 of the Alaska Statutes provide that general obligation refunding bonds may be issued without an election, Section 29.47.300 of the Alaska Statutes provides that their issuance may be authorized by resolution, and Section 29.47.410 of the Alaska Statutes provides that the Assembly by resolution may provide for the form and manner of sale of bonds and notes; and WHEREAS, the Alaska Municipal Bond Bank and the Borough intend to enter into an Amendatory Loan Agreement, which amends the Loan Agreement dated as of 1, 2001, as previously amended by an Amendatory Loan Agreement dated as of 1, 2007, between the Alaska Municipal Bond Bank and the Borough, to provide for the refunding of the Refunded Bonds through their exchange for the Bonds, and matters; and WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to the Mayor and the Mayor pro tempore 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; Resolution No, 1643 Page 1 of 12 505729't1 2OO5429OO Section 1. Definitions. The following terms shall have the following meanings in this resolution: A. "Assembly" means the Assembly of the Northwest Arctic Borough, as the general legislative authority of the Northwest Arctic Borough, as the same shall be duly and regularly constituted from time to time. B. "Amendatory Loan Agreement" means the Amendatory Loan Agreement between the Borough and the Bond Bank, amending the 2001 Loan Agreement, as amended by the 2007 Amendatory Loan Agreement, to provide for the refunding of the Refunded Bonds through their exchange for the Bonds, and related matters. C. "Bond" or "Bonds" means any of the "General Obligation Refunding Bonds" of the Northwest Arctic Borough, the issuance and sale of which are authorized herein. D. "Bond Bank" means the Alaska Municipal Bond Bank, a public corporation of the State of Alaska. E. "Bond Bank Bonds" means general obligation bonds issued by the Bond Bank to Irefund all or part of its outstanding General Obligation Bonds, 2007 Series One, • "Bond Register" means the registration books maintained by the Registrar, which iclude the names and addresses of the Registered Owners of the Bonds or their jG. "Borough" means the Northwest Arctic Borough, a municipal corporation of the State !of Alaska, organized as a home rule borough under Title 29 of the Alaska Statutes. H. "Code" means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations applicable thereto. 1. "Government Obligations" means obligations that are either (i) direct obligations of the United States of America, or (ii) obligations of an agency or instrumentality of the United States of America the timely payment of the principal of and interest on which are unconditionally guaranteed by the United States of America J. "Loan Agreement" means the 2001 Loan Agreement, as amended by the 2007 Amendatory Loan Agreement and the Amendatory Loan Agreement. K. "Refunded Bonds" means the maturities of the 2007 Bonds whose refunding is approved by the Mayor or Mayor pro tempore under Section 12. L. "Registered Owner" means the person named as the registered owner of a Bond in the Bond Register. Resolution No, 16-43 Page 2 of 12 505729\1 2OO5429OO M. "Registrar" means the Borough Treasurer, or any successor that the Borough may appoint by resolution. N. "Resolution" means this Resolution 16-43 of the Borough. 0. "2001 Loan Agreement" means the Loan Agreement dated as of August 1, 2001 between the Bond Bank and the Borough. P. "2007 Amendatory Loan Agreement" means the Amendatory Loan Agreement dated as of January 1, 2007 between the Bond Bank and the Borough. Section 2. Authorization of Bonds and Purpose of Issuance. For the purpose of effecting the refunding by exchange of the Refunded Bonds in the manner set forth in this Resolution and the Amendatory Loan Agreement, and to pay all costs incidental thereto and to the issuance of the Bonds, the Borough hereby authorizes and determines to issue and sell the Bonds in the aggregate principal amount of not to exceed $4,750,000. Section 3. Obligation of Bonds. The Bonds shall be direct and general obligations of the Borough and the full faith and credit of the Borough are hereby pledged to the payment of the principal of and interest on the Bonds. The Borough hereby irrevocably pledges and covenants that it will levy and collect taxes upon all taxable property within the Borough without limitation as to rate or amount, in amounts sufficient, together with other funds legally available therefor, to pay the principal of and interest on the Bonds as the same become due and payable. Section 4. Designation, Maturities, Interest Rates, and Other Details of Bonds. The Bonds shall be designated "Northwest Arctic Borough, Alaska, General Obligation Refunding Bonds." The Bonds shall be in the denomination of $5,000 or any integral multiple thereof, shall be numbered separately in the manner and with such additional designation as the Registrar deems necessary for purposes of identification, and may have endorsed thereon such legends or text as may be necessary or appropriate to conform to the rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The Bonds shall mature in one or more years commencing no earlier than 2016 and ending no later than 2021. The Bonds shall bear interest from their date, payable commencing on or after December 1, 2016, and semiannually 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 aggregate principal amount, the principal amount of each maturity, the interest rates, the dated date, the principal and interest payment dates and the record dates for principal and interest payments on the Bonds shall be determined at the time of execution of the Amendatory Loan Agreement under Section 16. Section 5. Optional Redemption. The Bonds shall not be subject to optional redemption by the Borough prior to maturity. Resolution No. 16-43 Page 3 of 12 505729\12\00542900 Section 6. 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: Resolution No. 16-43 Page 4 of 12 505729\1 2\00542900 NORTHWEST ARCTIC BOROUGH (A Municipal Corporation of the State of Alaska) t.J pal Amount The Northwest Arctic 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 registered assigns, the principal amount shown above in the following installments on 1 of each of the following years, and to pay interest on such installments from the date hereof, payable on December 1, 2016 and semiannually thereafter on the days of and of each year, at the rates per annum as follows: Year Principal Amount interest Rate Year Principal Amount Interest Rate When this Bond is owned by the Alaska Municipal Bond Bank (the "Bond Bank"), payment of principal and interest shall be made as provided in the Loan Agreement between the Bond Bank and the Borough dated as of August 1, 2001, as amended, When this Bond is not owned by the Bond Bank, installments of principal 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 5 day of the month preceding each installment payment date; provided that the final installment of principal 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 Refunding Bonds, 2016 Series of the Northwest Arctic Borough, Alaska, of like tenor and effect except as to interest rate, serial number and maturity, aggregating in principal amount, and constituting Bonds authorized for the purpose of refunding certain general obligation bonds issued by the Borough, and is issued under Resolution 16-43 of the Borough Resolution No. 16-43 Page 5 of 12 505729\1 2\00542900 MI,UW&1I!Z rAqs]u1EI]A hSkli I) L1 rf.'ruiu: .1!1,! f.ILll1M (the "Resolution"). ailments of principal of this Bond shall not be subject to prepayment at the option of Borough prior to maturity. This Bond is transferable as provided in the Resolution, (i) only upon the bond register of the Borough, and (ii) upon surrender of this Bond together with a written instrument of transfer duly executed by the Registered Owner or the duly authorized attorney of the Registered Owner, and thereupon a new frilly registered Bond or Bonds in the same aggregate principal amount and maturity shall be issued to the transferee in exchange therefor as provided in the Resolution and upon the payment of charges, if any, as therein prescribed. The Borough may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price, if any, hereof and interest due hereon and for all other purposes whatsoever. This Bond is a general obligation of the Northwest Arctic Borough and the full faith and credit of the Borough are pledged for the payment of the principal of and interest on this Bond as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the constitution or statutes of the State of Alaska and the home rule charter of the 'Borough to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed, and that the series of Bonds of which this is one, together with all other indebtedness of the Borough, is within every debt and other limit prescribed by said constitution, statutes or charter. IN WITNESS WHEREOF, THE NORTHWEST ARCTIC BOROUGH, ALASKA, has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor and its corporate seal (or a facsimile thereof) to be impressed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Clerk, all as of the day of 2016. Mayor ATTEST: Resolution No, 16-43 Page 6 of 12 {505729\1 2\00542900 [SEAL] (k!2Uii For value received, the undersigned sells, assigns and transfers to (print or typewrite name, address, zip code and Social Security number or other tax identification number of Transferee) this Bond and irrevocably constitutes and appoints attorney to transfer this Bond on the Bond Register, with full power of substitution in the Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of this Bond. Section 7. Execution. The Bonds shall be executed in the name of the Borough by the manual or facsimile signature of the Mayor or Mayor pro tempore, and its corporate seal (or a facsimile thereof) shall be impressed or otherwise reproduced thereon and attested by the manual or facsimile signature of the Borough Clerk. The execution of a Bond on behalf of the Borough by persons who at the time of the execution are duly authorized to hold the proper offices shall be valid and sufficient for all purposes, although any such person shall have ceased to hold office at the time of delivery of the Bond or shall not have held office on the date of the Bond. Section 8, Payment of Principal and Interest. The Bonds shall be payable in lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debts. When the Bond Bank is the Registered Owner of the Bonds, payment of principal and interest on the Bonds shall be made as provided in the Loan Agreement. When the Bond Bank is not the Registered Owner of the Bonds, installments of principal and interest on the Bonds shall be paid by check mailed by first class mail to the Registered Owner as of the record date for the installment payment at the address appearing on the Bond Register; provided that the final installment of principal and interest on a Bond shall be payable upon presentation and surrender of the Bond by the Registered Owner at the office of the Registrar. Section 9. Registration. The Bonds shall be issued only in registered form as to both principal and interest. The Borough designates the Borough Treasurer as Registrar for the Bonds. The Registrar shall keep, or cause to be kept, the Bond Register at the Resolution No. 16-43 Page 7 of 12 505729\12\00542900 ipal office of the Borough. The Borough covenants that, until all Bonds have been ndered and canceled, it will maintain a system for recording the ownership of each :1 that complies with the provisions of Section 149 of the Code. The Borough and the strar may treat the person in whose name any Bond shall be registered as the lute owner of such Bond for all purposes, whether or not the Bond shall be overdue, all payments of principal of and interest on a Bond made to the Registered Owner of or upon its order shall be valid and effectual to satisfy and discharge the liability such Bond to the extent of the sum or sums so paid, and neither the Borough nor the strar shall be affected by any notice to the contrary. Section 10. Transfer and Exchange. Bonds shall be transferred only upon the books for the registration and transfer of Bonds kept at the office of the Registrar. Upon surrender for transfer or exchange of any Bond at such office, with a 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 equal aggregate principal amount of Bonds of the same maturity of any authorized denominations, subject to such reasonable regulations as the Borough may prescribe and upon payment 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. Section 11. Bonds Mutilated, Destroyed, Stolen or Lost. Upon surrender to the Registrar of a mutilated Bond, the Borough shall execute and deliver a new Bond of like maturity and principal amount. Upon filing with the Registrar of evidence satisfactory to the Borough that a Bond has been 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 a new Bond of like maturity and principal amount. The person requesting the execution and delivery of a new Bond under this section shall comply with such other reasonable regulations as the Borough may prescribe and pay such expenses as the Borough may incur in connection therewith. Section 12. Designation of Refunded Bonds. The Mayor and the Mayor pro tempore each is authorized to designate which, if any, maturities of the 2007 Bonds authorized to be refunded in this Resolution shall be refunded, provided that the refunding of the 2007 Bonds so designated shall realize a debt service savings in the aggregate of at least three percent of their principal amount, net of all issuance costs and underwriting discount, on a present value basis. Section 13. Tax Covenants. The Borough covenants to comply with any and all applicable requirements set forth in the Code in effect from time to time to the extent that such compliance shall be necessary for the exclusion of the interest on the Bonds from gross income for federal income tax purposes. Without limiting the generality of the foregoing, the Borough covenants that it will make no use or investment of the proceeds of the Bonds that will cause the Bonds to be "arbitrage bonds" subject to federal income taxation by reason of section 148 of the Code, and that it will not take or permit any Resolution No. 1643 Page 8 of 12 505729\1 2\00542900 action that would cause the Bonds to be "private activity bonds" as defined in Section 141 of the Code. Section 14 Amendatory and Supplemental Resolutions. The Assembly from time to time and at any time may adopt a resolution or ilutions supplemental hereto, which resolution or resolutions thereafter shall become a of this Resolution, for any one or more of the following purposes: 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 Owner 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 Owners of not less than 60 percent in aggregate !Principal amount of the Bonds at the time outstanding, the Assembly may adopt a resolution or resolutions supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Resolution or of any supplemental resolution; provided, however, that no such supplemental resolution shall: 1. Extend the fixed maturity of any of the Bonds, or reduce the rate of interest thereon, or extend the time of payments of interest from their due date, or reduce the amount of the principal thereof, or reduce any premium payable on the redemption thereof, without the consent of the Registered Owners of each Bond so affected; or 2. Reduce the aforesaid percentage of Registered Owners of Bonds required to approve any such supplemental resolution without the consent of the Registered Owners of all of the Bonds then outstanding. It shall not be necessary for the consent of the Registered Owners of the Bonds under this subsection to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent approves the substance thereof. C. Upon the adoption of any supplemental resolution under this section, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Borough and all Registered Owners of outstanding Bonds shall thereafter be subject in all respects to such modification and amendment, and all the terms and conditions of the supplemental Resolution No. 16-43 Page 9 of 12 505729\1 2\00542900 lution shall be deemed to be part of the terms and conditions of this Resolution for and all purposes. Bonds executed and delivered after the execution of any supplemental resolution pted under this section may bear a notation as to any matter provided for in such plemental resolution, and if such supplemental resolution shall so provide, new Bonds lified so as to conform, in the opinion of the Borough, to any modification of this olution contained in any such supplemental resolution may be prepared by the ough and delivered without cost to the Registered Owners of the Bonds then ;tanding, upon surrender for cancellation of such Bonds in equal aggregate principal Section 15. Defeasance. In the event money and/or non-callable Government 'Obligations maturing at such times and bearing interest to be earned thereon in amounts sufficient to redeem and retire any or all of the Bonds in accordance with their terms are set aside in a special trust account to effect such redemption or retirement and such moneys and the principal of and interest on such Government Obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made to pay or secure the payment of the principal of and interest on such Bonds and such Bonds shall The deemed not to be outstanding. Section 16. Exchange of Bonds Amendatory Loan Agreement. The Bonds shall be delivered to the Bond Bank in exchange for the Refunded Bonds. Subject to the limitations provided in Sections 2 and 4, each of the Mayor and the Mayor pro tempore is hereby authorized to determine the aggregate principal amount, maturity amounts, interest rates, yields, dated date, principal and interest payment dates, record dates for principal and interest payments, and other details of the Bonds; provided that: (i) the principal amount of each maturity of the Bonds shall not exceed the principal amount of the portion of the corresponding maturity of the Bond Bank Bonds that is allocated to the making of a loan to the Borough; and (ii) the interest rate on each maturity of the Bonds 'shall not exceed the interest rate on the corresponding maturity of the Bond Bank Bonds. Based upon the foregoing determinations, the Mayor and the Mayor pro tempore are each authorized to negotiate and execute the Amendatory Loan Agreement. tion 17. Authority of Officers. The Mayor, the Mayor pro tempore, the Borough rk, and the Deputy Borough Clerk each is authorized and directed to do and perform things and determine all matters not determined by this Resolution, to the end that the rough may carry out its obligations under the Bonds and this Resolution. 18. Prohibited Sale of Bonds. No person, firm or corporation, or any agent or e thereof, acting as financial consultant to the Borough under an agreement for in connection with the sale of the Bonds, is eligible to purchase the Bonds as a of the original underwriting syndicate either at public or private sale. 'Section 19. 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" with respect to the Bond Bank Bonds. In accordance Resolution No. 16-43 Page 10 of 12 505729\1 2\00542900 with the Rule and as the Bond Bank may require, the Borough shall enter into a continuing disclosure agreement and undertake to provide certain annual financial information and operating data as shall be set forth in the Amendatory Loan Agreement. Section 20. 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. No recourse shall be had for the payment of the principal of or the interest on the ids or for any claim based thereon or on this Resolution against any member of the ;embly or officer of the Borough or any person executing the Bonds. The Bonds are and shall not be in any way a debt or liability of the State of Alaska or of any political division thereof, except the Borough, and do not and shall not create or constitute an ebtedness or obligation, either legal, moral or otherwise, of said state or of any itical subdivision thereof, except the Borough. Section 21. 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 22. Effective Date. This resolution shall take effect upon adoption. Resolution No, 16-43 Page I 1 of 12 505729\1 2\00542900 PASSED AND ADOPTED this L' day of September, 2016. Carl Weisner, Assembly President iia SIGNED AND APPROVED this I') day of September, 2016. Clement Richards Sr., Mayor ATTESTED this ay of September, 2016. Stella Atoruk, Resolution No. 16-43 Page 12 of 12 505729\1 2\00542900 OHSUSA:765803966.2 I, HELENA HILDRETH, Deputy Borough Clerk of the Northwest Arctic Borough, Alaska (the Borough"), HEREBY CERTIFY that the document attached hereto is an accurate and complete copy of an extract from the minutes of the September 15, 2016, special meeting of the Borough Assembly showing the adoption of Resolution 16-43, and that the meeting was duly called and held with a quorum acting throughout. IN WITNESS WHEREOF, I have executed this certificate and impressed the seal of the Borough hereon this 3rd day of November, 2016. NORTHWEST ARCTIC BOROUGH, ALASKA 21 , HELENA HILDRETH, Deputy ough Clerk [S E A L ] 505729\1 2\00550524 Northwest Arctic Borough Assembly Special Meeting Minutes Thursday, September 15, 2016 9:00 P.M. .00 '9ATED 300' Northwest Arctic Borough Assembly Chambers Kotzebue, AK 1 I%tsIs] 1 ']l ZA President Carl Weisner called the meeting to order at 1:00 P.M. I YLIIsi I [I] Its] 1I I Member Cleveland provided invocation. u Members Present: Elmer Armstrong Jr. Walter Sampson Hannah Loon Austin Swan Sr. Nathan Hadley Jr. Larry Westlake Sr. Miles Cleveland Sr. Pete Schaeffer Lucy Nelson Carl Weisner Introduction of Staff and Guests Clement Richards Sr. Matt Mead Angie Sturm Helena Hildreth Mildred Stalker Patrick Savok Brad Reich Eugene Smith John Baker Corey Molder Helena Hildreth Ingemar Mathiasson Stella Atoruk [!LuI.] iii iii*i11 Ffl TI.z.si i it* (Telephonic) (!nupiaq) rxic1 I 'JVJ ;J t.X'I...1 I September 15, 2016 special meeting agenda presented for approval. Mayor request to add Resolution 16-47. Vice President Nelson request to add Executive Session to discuss Personnel. Member Sampson moved, seconded by Member Cleveland to adopt the agenda as amended. Motion passed unanimously. 1. Resolution 16-43 a resolution authorizing the Northwest Arctic Borough to issue general obligation refunding bonds in the principal amount of not to exceed $4,750, 000 to refund certain outstanding general obligation bonds of the Borough, fixing certain details of such bonds and authorizing their sale. Vice President Nelson requested further discussion on savings and what it does for the Borough. Vice President also commented about the interest paid. Member Sampson about the nature of the payment. Member Hadley motion to approve Resolution 16-43, seconded by Member Armstrong. Motion passed unanimously. 2. Resolution 16-44 a resolution of the Northwest Arctic Borough Assembly approving engagement of BOO USA LLP to conduct the FYI Audit, and for related purposes. Mayor mentioned there is an audit scheduled in November, which have been done by BDO in the past, Member Loon raised concern to the timeline of the audit, was it before this administration. Member Loon motion to approve Resolution 16-44, seconded byiMember Hadle Motion passed unanimously. i 3. Resolution 16-45 a resolution of the Northwest Arctic Borough Assembly approving a contract with Caselle, Inc. for the purchase of accounting software and related services. Mayor request due pass. Member Loon verified the amount, is the annual fee on top of this amount? President Weisner raised concern to the cost and usage, is that more than one year? He also raised concern to which department this is for, just the accounting. Hadley. Motion passed unanimously. 4. Resolution 16-46 a resolution of the Northwest Arctic Borough Assembly designating precinct chairpersons for the October 2016 General Election. Mayor recommend due pass. President Weisner thank the clerk's office for reaching out; what is planned for training for the individuals. He also raised concern to alternates of the chairpersons. Member Westlake raised concern to the Election last fall; is the equipment problem fixed? Member Loon mentioned problems in Ambler, Shungnak and Aqasuk; are we 2 Northwest Arctic Borough Assembly Special Meerting Minutes really prepared as a Borough to ensure we execute the voting as you are sworn in to vote the right way? Member Sampson mentioned good discussion; we have to make sure we promote the legal process as for following ordinances and policies. At no time or place the administrative people should not be campaigning anywhere. We want to ensure that don't happen in future elections. Member Westlake verified if we have sent a crew to Red Dog, did anyone go there? Member Sampson motion to approve Resolution 1646; seconded by Member Loon, motion passed unanimously. 5. Resolution 16-47.a resolution of the Northwest Arctic Borough Assembly approving a contract with Electric Power Systems for electric controller installation for the Buckland Wind- Diesel Project funded through the Alaska Energy Authority. Mayor recommend due pass. lngemar Mathiasson summarized the resolution. Member Sampson raised concern to working with Kotzebue Electric Association on this project. Member Armstrong motion to approve Resolution 16.47; seconded by Member Loon, motion passed unanimously. 1610". 1-441,11 President Weisner raised concern to a meeting date with Teck? Attorney Mead mentioned still waiting for the decision from the judge; possibly next month. Member Loon motion to go into Executive Session at 1:27 P.M. regarding Personnel matter; seconded by Member Sampson. Motion passed unanimously. Reconvene at 2:20 P.M. with no actions taken based on general discussion of concern. Eugene Smith recommend to create a template to have Executive Session; so that public will be aware you may go into Executive Session. ri .!I.1IJ 1 I 'i I II Member Loon moved to ad journ; with busi ness t('I co n duct, the ti uirrr1 adjourned at 2:21 P.M. 3 Northwest Arctic Borough Assembly Special Meerting Minutes [SI lIIIS1I I i] SI II i I, HELENA HILDRETH, Deputy Borough Clerk of the Northwest Arctic Borough, Alaska (the "Borough"), HEREBY CERTIFY that the document attached hereto is an accurate and complete copy of the notice and agenda stating the time, place, and subject matter for the September 15, 2016, special meeting of the Borough Assembly, which was delivered by electronic mail for posting not less than twenty-four hours before the time of the meeting to the village administrator and the village IRA for each of the following villages: Ambler, Buckland, Deering, Kiana, Kivalina, Kobuk, Noatak, Noorvik, Selawik, and Shungnak (collectively, the "Villages"), and that was posted not less than twenty-four hours before the time of the meeting in six public places within Kotzebue, including the Borough Office, and in two public places within each of the Villages, and was delivered by facsimile to KOTZ radio station for broadcast on one or more regional radio stations serving the Borough before the time of the meeting. IN WITNESS WHEREOF, I have executed this certificate and impressed the seal of the Borough hereon this 3rd day of November, 2016. NORTHWEST ARCTIC BOROUGH, ALASKA HELENA I-HLDRETh, Deputy Borough Clerk [S E A L ] 505729\1 2\00553429 0 C) Northwest Arctic Borought 163 Lagoon Street P.O Box 1110 Kotzebue, Alaska 99752 (907) 442-2500 Fax (907) 442-2930 www.nwabor.org HT r-i '- rr- t •1 Assembly President Carl Weisner and Mayor Clement Richards, have scheduled a SpecialMeeting IfItthe Nor thwest Arctic Borough Assembly on T hu rsday,S 1 September k following: 1, Resolution 16-43 a resolution authorizing the Northwest Arctic Borough Assembly to issue general obligation refunding bonds in the principal amount of not to exceed $4,750, 000 to refund certain outstanding general obligation bonds of the Borough, fixing certain details of such bonds and authorizing their sale. 2. Resolution 16-44 a resolution of the Northwest Arctic Borough Assembly approving engagement of BDO USA LLP to conduct the FYI Audit, andfor related purposes. 3. Resolution 16-45 a resolution of the Northwest Arctic Borough Assembly approving a contract with Caselle, Inc. for the purchase ofAccounting Software and related services. 4. Resolution 16-46 a resolution of the Northwest Arctic Borough Assembly. designating precinct chairpersons for the October 2016 General Election. To be held at the Assembly Chambers in Kotzebue, Alaska. The call in number is (800) 315-6338 with the code: 4422500 Please call the Borough Clerk's office at 1(800) 478-1110 or (907) 442-2500 if you have any questions. Thank you for your cooperation. ***please post in a public place*** CC: Clement Richards, Mayor City Administrators Maniilaq Association KOTZ Radio Station Kotzebue Post Office Matt Mead, Borough Attorney IRA Administrators NANA Regional Corporation AC Value Center NAB Bulletin Assembly Members Kikiktagruk Inupiat Corporation NWAB School District Rotman's Store - Kotzebue Post until 9/16/16 Ambler lvisaappaat, Buckland Nunatchiaq, Deering Ipnatchiaq, Kiana Katyaak, Kivalina Kivaliniq, Kobuk Laugviik, Kotzebue Qikiqtaruk, Noatak Nautaaq, Nooivik Nuurvik, Selawik Aku!iaq, Shungnak lsirjnaq /N \ \ Northwest Arctic Borough z. 163 Lagoon Street lb P.O Box 1110 Kotzebue, Alaska 99752 - TEL, (907) 442-2500 Fax (907) 442-2930 www.nwabor.org Northwest Arctic Borough Assembly Special Meeting Thursday, September 15, 2016 1:00 P.M. Assembly Chambers Kotzebue, AK .W:1 I A. !I ORD B. INVOCATIONI'MOMENT OF SILENCE ER L. ROLL 1 I 1. Introduction of Staff and Guests APPROVAL OF AGENDA RESOLUTIONS 1. Resolution 16-43 a resolution authorizing the Northwest Arctic Borough to issue general obligation refunding bonds in the principal amount of not to exceed $41 750, 000 to refund certain outstanding general obligation bonds of the Borough, fixing certain details of such bonds and authorizing their sale. 2. Resolution 16-44 a resolution of the Northwest Arctic Borough Assembly approving engagement of BDO USA LLP to conduct the FY16 Audit, and for related purposes. 3. Resolution 16-45 a resolution of the Northwest Arctic Borough Assembly approving a contract with Caselle, Inc. for the, purchase of accounting software and related services. 4. Resolution 16-46 a resolution of the Northwest Arctic Borough Assembly designating precinct chairpersons for the October 2016 General Election. 5. Resolution 16-47 a resolution of the Northwest Arctic Borough Assembly approving a contract with Electric Power Systems for electric controller installation for the Buck/and wind-diesel project funded through the Alaska Energy Authority. .i.IIi i Iii I I Ambler Ivisaappaat, Buckland Nunatchiaq, Deering lpnatchiaq, Kiana Katyaak, Kivalina Kivaliniq, Kobuk Laugviik, Kotzebue Qi1dqtaruk, Noatak Nautaaq, Noorvik Nuurvik, Selawik Aku1iaq, Shungnak Isinaq I- Northwest Arctic Borough 163 Lagoon Street Ib \cN. P.O Box 1110 Kotzebue, Alaska 99752 (907) 442-2500 Fax (907) 442-2930 www.nwabor.org AssemblyPresident CarlIWeisner and May? '_ii1 Richards, Sr. have scheduled a Special Meeting Northwest Arctic i of the Vi"ii iii': Th u rsday, 1September t*AIJITT : OOPML1T11 the 1. Resolution 16-43 a resolution authorizing the Northwest Arctic Borough Assembly to issue general obligation refunding bonds in the principal amount of not to exceed $4,750, 000 to refund certain outstanding general obligation bonds of the Borough, fixing certain details of such bonds and authorizing their sale. 2. Resolution 16-44 a resolution of the Northwest Arctic Borough Assembly approving engagement of BDO USA LLP to conduct the FYI Audit, andfor related purposes. 3. Resolution 16-45 a resolution of the Northwest Arctic Borough Assembly approving a contract with Caselle, Inc. for the purchase ofAccounting Software and related services. 4. Resolution 16-46 a resolution of the Northwest Arctic Borough Assembly designating precinct chairpersons for the October 2016 General Election. 5, Resolution 16-47 a resolution of the Northwest Arctic Borough Assembly approving a contract with Electric Power Systems for electric controller installation for the Buckland wind-diesel project funded through the Alaska Energy Authority. To be held at the Assembly Chambers in Kotzebue, Alaska. The call in number is (800) 315-6338 with the code: 4422500 Please call the Borough Clerk's office at 1 (800) 478-1110 or (907) 442-2500 if you have any questions. Thank you for your cooperation. ***please post in a public place*** Ambler Ivisaappaat, Buckland Nunatchiaq, Deering lpnatchiaq, Kiana Katyaak, Kivalina Kivaliniq, Kobuk Laugviik, Kotzebue Qikiqtajruk, Noatak Nautaaq, Noorvik Nuurvik, Selawik Aku1iaq, Shungnak Isinnaq RC Northwest Arctic Borough J P.O Box 1110 Kotzebue, Alaska 99752 (907) 442-2500 Fax (907) 442-2930 ITED 3X3 www.nwabor.org The Northwest Arctic Borough Assembly met and held a Special Meeting on September 15, 2016. Assembly President Carl Weisner called the meeting to order at 1:02 P.M. A quorum was present to conduct business. The Assembly took the following actions: 1. Resolution 1643 a resolution authorizing the Northwest Arctic Borough Assembly to issue general obligation refunding bonds in the principal amount of not to exceed $4,750, 000 to refund certain outstanding general obligation bonds of the Borough, fixing certain details of such bonds and authorizing their sale. (passed) 1. Resolution 16-44 a resolution of the Northwest Arctic Borough Assembly approving engagement of BOO USA LLP to conduct the FYI Audit, and for related purposes. (passed) 2. Resolution 16-45 a resolution of the Northwest Arctic Borough Assembly approving a contract with Caselle, Inc., for the purchase of accounting software and for related purposes. (passed) 3. Resolution 16-46 a resolution of the Northwest Arctic Borough Assembly designating precinct Chairpersons for the October 2016 General Election. (passed) 4. Resolution 16-47 a resolution of the Northwest Arctic Borough Assembly approving a contract with Electric Power Systems for electric controller installation for the Buckland Wind-Diesel project funded through the Alaska Energy Authority. (passed) Ambler Ivisaappaat, Buckland Nunatchiaq, Deering Ipnatchiaq, Kiana Katyaak, Kivalina Kivaliniq, Kobuk Laugviik, Kotzebue Qikiqtagruk, Noatak Nautaaq, Noorvik Nuurvik, Selawik Akuligaq, Shungnak Isinnaq WMEM CC: Clement Richards, Mayor City Administrators ManHlaq Association KOTZ Radio Station Kotzebue Post Office Matt Mead, Borough Attorney IRA Administrators NANA Regional Corporation AC Value Center NAB Bulletin Assembly Members Kikiktagruk Inupiat Corporation NWAB School District Rotman's Store - Kotzebue Posted 9/16/16 Ambler Ivisaappaat, Buckland Nunatchiaq, Deering Ipnatchiaq, Kiana Katyaak, Kivalina Kivaliniq, Kobuk Laugviik, Kotzebue Qikiqtagruk, Noatak Nautaaq, Noorvik Nuurvik, Selawik Akuligaq, Shungnak lsinnaq