Tab_213a['I II [I1..I I S) sl I 1 1
I, DEBRA THOMPSON, Borough Clerk of the Petersburg Borough, Alaska (the
"Borough"), HEREBY CERTIFY that the document attached hereto is an accurate and
complete copy of Resolution #2016-22 of the Borough adopted by the Borough
Assembly at a meeting duly called and held on September 6, 2016, and that Resolution
#2016-22 has not been modified, amended, repealed or rescinded, but is in full force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 Petersburg Borough hereon this 3rd day of November 2016.
DEBRA Bofough Clerk
Petersburg Borough
[S EAL]
506254\11\00553346
0
WHEREAS, the City previously issued the General Obligation School Bonds 2007
Series A in the amount of $1,205,000 as authorized by the qualified voters of the City at an
election duly called and held on October 26, 1999 and issued pursuant to City Resolution #
1808, adopted by the City Council on December 4, 2006; and
WHEREAS, the Petersburg Borough was established following petition and approval of
the Local Boundary Commission for the State of Alaska and following a vote of the local
residents qualified to vote on the question at an election duly called and held on December 18,
2011; and
WHEREAS, upon creation of the Borough, the City merged into the Borough, ceasing to
exist independently, and the Borough assumed all obligations of the City including the obligation
to repay the City's outstanding bonds; and
WHEREAS, 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 School Bonds 2007 Series A
of the City and assumed by the Borough maturing on December 1 of the years 2017 through
2026 in the aggregate principal amount of $740,000 (the "2007 School Bonds"),; 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 School Bonds (the "Refunded Bonds") whose refunding the Manager or
the Finance Director 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 $800,000; 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 January 1, 2007,
between the Alaska Municipal Bond Bank and the former City, to provide for the refunding of the
Refunded Bonds through their exchange for the Bonds, and related matters; and
Resolution# 2016-22 Page 1 of 10
WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each ()
of the Borough Manager and the 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.
THEREFORE, BE IT RESOLVED by the Borough Assembly for the Petersburg
Borough:
Section 1. Definitions. The following terms shall have the following meanings in this
resolution:
A. "Assembly" means the Assembly of the Petersburg Borough, as the
general legislative authority of the Petersburg 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 2007 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 Petersburg 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 C)
Bank to refund all or part of its outstanding General Obligation Bonds 2007 Series One.
F. "Bond Register" means the registration books maintained by the
Registrar, which include the names and addresses of the Registered Owners of the Bonds or
their nominees.
G. "Borough" means the Petersburg Borough, a municipal corporation of the
State of Alaska, organized as a home rule borough under Title 29 of the Alaska Statutes.
H. "City" means the former City of Petersburg, Alaska a that was organized
as a home rule city under Title 29 of the Alaska Statutes.
1. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, together with all regulations applicable thereto.
J. "Finance Director" means the Borough Finance Director.
K. "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
L. "Loan Agreement" means the 2007 Loan Agreement as amended by the
Amendatory Loan Agreement.
Resolution #2016-22 Page 2 of 10
M. "Manager" means the Borough Manager. n
N. 'Refunded Bonds" means the maturities of the 2007 School Bonds whose
refunding is approved by the Manager or Finance Director under Section 12.
0. "Registered Owner" means the person named as the registered owner of
a Bond in the Bond Register.
P. "Registrar" means the Borough Treasurer, or any successor that the
Borough may appoint by resolution.
Q. "Resolution" means this Resolution 2016-22 of the Borough.
R. "2007 Loan Agreement" means the Loan Agreement dated as of
January 1, 2007 between the Bond Bank and the City.
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 $800,000.
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
Q that it will levy and collect taxes upon all taxable property within Service Area 1 of 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 "Petersburg 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 2027. 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 # 2016-22 Page 3 of 10
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: ()
UNITED STATES OF AMERICA
STATE OF ALASKA
PETERSBURG BOROUGH
(A Municipal Corporation of the State of Alaska)
GENERAL OBLIGATION REFUNDING BOND, 2016 SERIES
Registered Owner
$
Principal Amount
DOLLARS
The Petersburg 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 ________ I 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
0
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 January 1, 2007, as amended (the "Loan Agreement").
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 15th 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
Petersburg 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 #2016-22 of the Borough entitled:
A RESOLUTION OF THE PETERSBURG BOROUGH AUTHORIZING THE
BOROUGH TO ISSUE GENERAL OBLIGATION REFUNDING BONDS IN THE
PRINCIPAL AMOUNT OF NOT TO EXCEED $800,000 TO REFUND CERTAIN
OUTSTANDING GENERAL OBLIGATION SCHOOL BONDS OF THE FORMER
Resolution # 2016-22 Page 4 of 10
CITY OF PETERSBURG, ALASKA, AND FIXING CERTAIN DETAILS OF SUCH
(Th BONDS AND AUTHORIZING THEIR SALE.
(the "Resolution").
Installments of principal of this Bond shall not be subject to prepayment at the option of
the 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 fully 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 Petersburg Borough and the lull 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
Q 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 PETERSBURG 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:
Clerk
[SEAL]
ASSIGNMENT
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)
Resolution # 2016-22 Page 5 of 10
this Bond and irrevocably constitutes and appoints
attorney to transfer this Bond on the Bond Register,
premises.
with full power of substitution in the 0
Dated:
Signature Guaranteed:
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.
0
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 principal office
of the Borough. The Borough covenants that, until all Bonds have been surrendered and
canceled, it will maintain a system for recording the ownership of each Bond that complies with
the provisions of Section 149 of the Code. The Borough and the Registrar may treat the person
in whose name any Bond shall be registered as the absolute owner of such Bond for all
purposes, whether or not the Bond shall be overdue, and all payments of principal of and
interest on a Bond made to the Registered Owner thereof or upon its order shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums
so paid, and neither the Borough nor the Registrar 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,
Resolution #2016-22 Page 6 of 10
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 Manager and the Finance Director
each is authorized to designate which, if any, maturities of the Refunded Bonds authorized to be
refunded in this Resolution shall be refunded, provided that the refunding of the Refunded
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
O
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 action that would cause the Bonds to be "private
activity bonds" as defined in Section 141 of the Code.
Section 14. Amendatorv and Sulemental Resolutions.
A. The Assembly from time to time and at any time may adopt a resolution
or resolutions supplemental hereto, which resolution or resolutions thereafter shall become a
part 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.
Resolution 0 2016-22 Page 7 of 10
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 shall be deemed to
be part of the terms and conditions of this Resolution for any and all purposes.
D. Bonds executed and delivered after the execution of any supplemental 0
resolution adopted under this section may bear a notation as to any matter provided for in such
supplemental resolution, and if such supplemental resolution shall so provide, new Bonds
modified so as to conform, in the opinion of the Borough, to any modification of this Resolution
contained in any such supplemental resolution may be prepared by the Borough and delivered
without cost to the Registered Owners of the Bonds then outstanding, upon surrender for
cancellation of such Bonds in equal aggregate principal amounts.
Section 15. Deféasance. 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 be deemed not to
be outstanding.
Section 16. Exchange of Bonds: Amendatorv 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 Manager and the Finance Director 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 ()
Resolution #2016-22 Page 8 of 10
(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
Manager and the Finance Director are each authorized to negotiate and execute the
Amendatory Loan Agreement.
Section 17. Authority of Officers. The Mayor, the Mayor pro tempore, the Borough
Clerk, the Deputy Borough Clerk, the Manager, acting Manager, the Finance Director and acting
Finance Director each is authorized and directed to do and perform all things and determine all
matters not determined by this Resolution, to the end that the Borough may carry out its
obligations under the Bonds and this Resolution.
Section 18. Prohibited Sale of Bonds. No person, firm or corporation, or any agent or
employee thereof, acting as financial consultant to the Borough under an agreement for
payment in connection with the sale of the Bonds, is eligible to purchase the Bonds as a
member of the original underwriting syndicate either at public or private sale.
Section 19. Ongoing Disclosure. The Borough acknowledges that, under Rule 15c212
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 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.
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 said state or of any political 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.
Passed and approved by the Petersburg Borough Assembly by Roll Call Vote on this 6th
day of September, 2016.
( ) Mark Jensen, Mayor
Resolution # 201622 Page 9 of 10
ATTEST:
J1O7YtfT?
Debbie Thompson, Clerk
N
Resolution # 2016-22 Page 10 of 10