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02Introduced by BcrotJgh Manager Reguested by Borough Assernbly Dralled by BondCounsel Inlroduced 021072013 Adopled 02/07/2013 KODIAK ISLAND BOROUGH RESOLUTION NO FY2013-13 RESOLUTION OF THE BOROUGI-I ASSEMBLY OF IHE KODIAK 10 ISLAND BOROUGH ALASKA PROVIDING FOR TI-lE ISSUANCE OF 11 LONG-TERM CARECENTER REVENUEBONOSPROVIDENCE KODIAK 12 ISLAND IVIEDICAL CENTER 1W THE PRINCIPAL AMOIJNT OF NOTTO 13 EXCEED $20000000 FOR THE PURPOSEOF PROVJDLNG FUNOSTO 14 FINANCEDESIGN ACQUIREI CONSTRUCT AMO EQUIP LONG-TERM 15 CARE CENTER IN THE BOROUGH AND TO DO ALL THINGS 16 NECESSARILYINCIDENTAL THERETO FIXING CERTAIN COVENANTS 17 REGARDING THE PAYMENT OF TRE PRINCIPAL OF ANO INTEREST 0W IB THE BONOS PROVIDING THAT ADDITIONAL LONG.TERM CARE 19 CENTER REVENUE BONOS MAY BE ISSUED ON PARITY WITH SUCH 20 BONDS UPON COMPLIANCE WITH CERTAIN CONDITIONS 21 AUTHORIZING THE EXECUTION ANO DELIVERY OF THE NECESSARY 22 FINANCING DOcUMENTS 1W CONNECTIONTHEREWITH AND 23 PROVIDINO THE FORM AND TERM OF THE BONDS 24 25 WHEREAS the Kodiak Island BoroughAlaska the Borough hasan agreement wlth 26 Providence Health Services Washington dibiaProviderice Health Services Alaska 27 WashIngton non-profit corporation in Alaska Providence lease and operate Provideoce 28 Kodik Island Medical Center he Hospital and 29 30 WHEREAS subject te contirmation that Providencehas received Certificate of Need for 31 long-tarro cara center en or before Apri 20 2013 the Borough plans te finance he 32 acquisition and construction of Ionig-terrn care centerbuiR on land directly adjacent te the 33 Hospital and belonging to the Borough the Froject to be Ieased to Providence anid 34 35 WHEREASI Providence requested the Borough lo issue ita Long-Torro CaroCenter Revenue 36 Bonds Providerice Kodiak Island Medical Center lo he principal amourttof riotto exceed 37 $20000000 he Bonds for the purpose of paying ah orportion of thecosts of financing 38 the ProJect and issuance of the Bonds ai-id 39 40 WREREAS Ihe Assembly has heid publio hearing lo accordance with Section 147f of he 41 Internal Revenue Cede and 42 43 WHEREAS he Constitution and statutes of theState of Alaska permit he Borough to issue 44 revenue bonds to finance any project which servespublio purpose whichbonds are 45 secured only by ihe revenues oí he Project andwhich do nolconstitute debt or piedge of 46 he faíth and creditor taxing power of the Borough andwhich may be authorized by tlie 47 Assembly anddo nol require ratification by the electorsof the Borough and 48 49WI-IEREAS the Assembly finds that it is in he besiinterests of the Borough to issuethe 50 Bonds on he terms arid condltions set forth herein and loan agreement it any betweon SI the Borough arJ he BondBank orother FinancialInstitutionor as otherwise authorized by 52 this Resolution and Kodiak Island Borough Alaska Resotutiori No FY2013-13 Pago of 16 53 WHEREAS the Bonds vill be ssued and he proceeds thereof used to finance theProject 54 under Ihe terms and conditions authori2ed by this Resoluton and 55 56 WHEREAS it la necessary to establish he form conditions covenants and method of sale 57 of the Bonds and make provision for establishing Ihe amount maturities interest rates1 58and redemption rights and other temis of the Bonds arid 59 60 WHEREAS the Bonds wIll be issued and the proceeds used lo finance he Project urider Ihe 61 additional terms provicied in Flnaricing Documerits which may include aH or portion of he 62 foltowing documenis Financing Docurrients 63 64 Loan Agreemeni Loan Agreement proposed lo be mado and entered into 65between the BondBank or other Financlal Institution and the Borough 66 67 Providence Certificate Providence proposed be made and entered into 68 by Providence as conditlon of issuance of he Bonds 69 70 Purchase Agreement PorchaseAgreement proposed be enterad into 71 between the Borough and the purchaser/underwriter of the Bonds 72 73 Lease Agreement Lease proposed to be entered into between the 74 Borough and Providencewherebypayments made by Providence fo lease theland and 75 facility will be available make debí service payments on he Bonda and 76 77 WHEREAS it is necessary to authorize he Borough Manager and/orthe Borough Finance 78 Director to enter nto he Financing Documenta required for issuance of he Bonds 79 80 NOW THEREFORE BE IT RESOLVED BY THE ASSEMBL OF THE KODIAK ISLAND 81 BOROUOHP ALASKA 82 83Section jjosj The purpose of thls Resolution sto authorize the issuance and sale 84 of not to exceed $20000000 of he Bonds tofix the forrn covenanis and 85 method of sale of he Bonds Lo provide for estabUshing the amount 86 maturities interest rates redemption rights and othertarros of the Bonds and 87 ix the conditioris under which additicnal revenue bonds may be authorized 88 and issued on parity withthe Bonda 89 90 Section DeflnliiçJfl Asusad lo this Resolutiori unless different meaning clearly 91 appears ram the conlext 92 93 çredOjigtin means and inducias any of the following 94 securities lí and Lo the extent the sanie are at the time legal for lnvestment of 95 funda of the Borough any noncallable banda or ather noncallable obligations 96 which as te principal and interest constitute dírect obligations of or are 97 unconditionally guaranteed by ha Unitod Statesof Anierica 98 99 alDebtServicoRecuirerneflt means with respeci lo any 100 particular Fiscal Year and te any specified bonds an amount equal 101 inerest accruing during such Fiscal Year on such bonds except Iheextont 102 such interest is to be paid from deposita in the Debt Service Subaccount írom 103 bond proceeds Ii tha principal amount of such bonds due during such Fiscal 104 Vear for whichno sinking fund installmenta hayabeen established plus iii Kodiak Island Borough Alaska Resolution No FY2013-13 Page cf 16 105 the unsatisfied balance of ariy nking fund instaflnient for suchbondsdue 106 during such Fiscal Year 107 108 Arbitrage jCorbf means the certificat executed and 109 clellvored by Ihe Borou9h at the time of issuance and delivery of the Bonds 110 settng fath the Boioughs epec1atioris asta the use of Bond proceeda 111 112 Assernbiy means Ihe general legislailve authority of ihe Borough 113 the samo may be constituted from time to time 114 115 Bond or Bonds means the Kodiak Island Borough Alaska Long- 116 Term Care Center Revenue Bonds Providence Kodiak Island Medical 117 Cantor 118 119 ond Accourt means the Long-Terrn CareCenter Revonue Barid 120 A000unt creatod by Section 15 hereof 121 22 pjç Riisi means the registratiori books maintained by lhe 123 Registrarconlaining fha names and addresses of the ówners of the Bonds 124 125 Ycar has the meaning given such term in fha Arbitrage andTax 126 Certificate 127 128 çjjjj means Ihe Kodiak Island Boraugh Alaska municipal 129 corporation organizad and existing under the Constítution and laws of iba 130 Stateof Alaska 131 132 Qotianae means the Manager of the Borough or the 133 Administrative Official of Ihe Borough 134 135 Codo means fha Internal Revenue Code of 1986 as amended and 136 ah applicabte regulatioris thereunder 137 138 Service Subaccourit means the Debt Service Subaccount 139 created in the BondAccount by Section 15 hereof 140 141 rjpce Dirço means the Director of fha Finance Department of 142 Ihe Borough 143 144 jnalJn.tit1fl means any bank orother financial Institution 145 insured by the FederalDeposil insuranceCorporation FDIC or thoFederal 146 Savínga andLoan lnsiirance Corporation 147 148 ncinDoc.rBifl1 moans ah or any ofihe Loan Agreornent 149 Providerice Agreernent Trusi Agrcement Purchase Agracment or the 150 BondS and the Bond Resohution or any othor doournonts deerned necessary 151 desrable by Iba Manaqer or r3nce Director for ssuanc of the Banda 152 153 Fiscai Year means he 12-month period cornmencing on July each 154 year through and ineluding June 30 of the foliowing calendar year 155 Kodiak stand Borough Alaska Resolutiori No FY2013-13 Page of 16 156 Future Parjt gnds means any Iong-term carecenterrevenua 57 bonds notes or other obligatioris of the Borough other thanthe Borids 158 issued under resolution wherein Ihe Boroughpiedges that the payments to 159 be made aut of the Pledged Revenues mio the Bonci Account and Reserve 60 Subaccount therain pay and secure he payment of the principal of and 61 interest on such rovenue bonds notes orother obligations will be en parity 162 wlth the payments required by this Resolution te be made outof such Pledged 163 Revenues into suchBondAccouñtandReserve Subaccount pay and 164 secure the payment of the principal of and interesi on the Boncis 165 166 Holiar means Providence Kocliak Island Medical Center located iii 167 Kodiak Alaska 168 169 Le.se means bat certain Lorig-Term CareCenter Lease Agreernent 170 auLhorizod by he Assembly in tau 2012 between Lhe Borough and Providence 171 for he real property located at 1821 Chichenot Street Kodak Alaska 172 173 Loan Agent rneansthe Loan Agreement between the Borough 74 and the Alaska Municipal BondBank Authority or Financial Institution lí 175 bank-qualified smallissuer bonds are issued entered Into in conjunction with 176 sale of the Bonds and authorized be entered into pursuant Ohis 177 Resolulion 178 179 Parity Bonds rneans the Bondsand any Futuro Parity Bonds 180 181 ed_Rovenj means Loase revenues and interesi received and 182 profíts derived frorn he investment of moneys obtained from moneys heid in 183 any fund solely pay or securo he payment of pdnoipal and nterest when 184 due en any Bonds issued underthis Resolution 185 186 Proiect means the financlng acquisition design construction and 187 equipping of long..term care center In Kodak Alaska 188 189 Pro.vidence means Providence Healh Services Washington dlb/a 190 Providence HealthServices in AlaskaWashington non-profitcorporation 191 192 fvidence_Cetifícato means any certificate or certificates provided 193 by Providence as condition for issuing the Bonds and providing certain 194 assurances te he Borough 195 196 jgtered Ownr means he person named as he registered owner 197 of Bond in he Bond Register 198 199 aa Recilsirar means he Finance Directorof he Borough or any 200 successor that he Finance Director may appoint 201 202 bb ReerveSubaccount means the Reserve Subaccount created In the 203 Bond Account by Section 15 hereof 204 205 Reserve Subdount Re iremut mearis sri arnount equil te he 206 tedst of 10%of he stated principal arnount of he Parity Bonds ti 125%of 207 he average Annual Debi Service Requirernent for alt Parity Bonds and iii Kodiak Island Borough Alaska Resolution No FY2013-13 Page4ofl6 the maximum Annual Debt Service Requirement art sil outstsriding Parity 209 Bonds 210 dd Resotution mearis Ibis Resolution No FY2013 validly 21 adopted by the Assembiy 212 213 Section orzatonofndsanPUrOseOflSSUaflCe For the purpose of piovrdnq 214 fund for tinancng ihe acquisition design constructton and equtpping of tho 215 Pojoct and paylrig costa of issuance of the Bonds the Borough shail ISSUS 216 and salt revnue bonds desgnated Kodfak lIand l3orough Alaska Long 217 Term Care Center Revenue Bonds Providence Kodiak Island Medical 218 Center the Bonds in the ajgregato principal amount of not to exceed 219 $20000000 The procoeds of theI3onds shall be used te pay thecosta te 220 fínancedesignacquire construct and equip the Project lssuance costs 221 financed by the i3onds shell not exceed two percent 2%of he proceeds of 222 tha Bonds The Projeot serves public purposo of the Sorough 223 224 lssuance of he Bonds Is subject te confirmation that Providence has obtained 225 Certificalo of Ned for Ihe Long-Term CaroCenter on or before Apl 20 226 2013 227 228 The Manager anWar tho Finance Director are hereby authorized te determine 229 whother he Bonda shall be issued through the BondBank orissued through 230 Flnancial Institution or whether te issue portion oF the Bonds asbank- 231 quaflod smallissue bonds and whether Issue the Bands in ene or more 232 issues but no eveni shell he aggregato principal oxceed $20000000 233 234 Section The Borough is heroby 235 authorzod lo onter into Loan Agieemen te evdonce ts repyrnent 236 obhgatiort with respoct lo he Bonds Ihe Loan Agrooment orto enter into 237 hond purchase agreement with an underwritor purchase the Boroughs 238 Bonds TheBorough is hereby authorized te piedge and assign the Loase 239 revenues for repaymnt of the Bonds As condition precodont te the 240 ssu5nco and delivery of the BandaProvidence shell be required execute 241 and deliver the Providence Corliticate to the t3orough pursuant te which 242 Providence shall provid cerlain assurances te the Borough and shall provide 243 for the compensation and indemniíicationofihe Borough in connection with 244 the issuance and maintenance of the Bonds The forms of he Financing 245 Documents are subject te approval by the Finance Director and counsel for 246 he Borough which approval shell beevidenced by execution and delivery of 247 the Financirtg Documenta by he Borough as therein required TheLoan 248 Agreement le hereby authorized to be executed in the neme and en behalf of 249 he Borough by the Manager or Finance Director but only te be delivered 250 upan execution thereof by bolh parties te he Agreement 251 252Section Dtt 3rOthOr nkQjtLt32nd TheBonds 253 shell be datad and malure ensuch datos not later than 2034 and chaU bear 254 intorest frorn their date payable en such dates arid at such ratas not 255 exceeding aix percent 6%por annum as Ihe Manager or FinanceDirector 256 may fix and determine st ar prior te the timo of salo of the Borids 257 258 The Borids shail be fuliyregist.ered as te both prirtcipal and interest shalt be in 259 he denomination of $5000each or any integral multiple thereof and shall be Kodiak Island Borouh Alaska Resolution No FY2013-13 Paga of 16 260 numbered separately in such manner and with any additional designation as 261 he Registrar deems necessary for purposes of idontification 262 263 SectionPropayment Provisions for the optional prepayment of sorneor aH principal 264 nstauments of he Bonds may be etabIshod pursuarit Section 11 of ths 265 Resolution So long as he BondBank or Financial Institution is the owner of 266 he Borid provisions for optional prepayment and requiremerits for notice of 267 prepayment shell be asset forth in ihe Loan Agreement 268 269 Sectlon TheBonds shall be secured by Loase paynients to be 270 made by Providence under the Leaseand the additional provisians of the 271 Flnancing Documents and shell be special limited obligation of the Borough 272 payable solelyfram andsecured by payments to be received pursuant to the 273 Lease The Premises suhject lo the Lease shell not be pledged toor 274 subordinated Lo the payment of the Borids The Bonds do not and shall nevar 275 constitute debt or indebtedness or loan of the general credit of the Borough 276 withinthe meaning of any provisiona or limitationsof he Stato of Alaska 277 constitutionor any siatuteor ordinance and shell not constitute or give riso to 278 general pecuniary liability of the Borough or charge against he general 279 credit ortaxing power of he Borough and he face ot the Bonds shell so state 280 281 Soction Ssle_cftie BoncJ The Manager and Finance Director are each authorized 282 negotiate and complote he sale of the E3onds on terms and conditions 283 consistent with this Reslution and he Loan Agreement for the Bonds if any 284 285 Section anclMdiumof.Pamer1t Both principal of and nterest on tlie Bonds 286 hall be payable in Liwful money of tlio United Statesof Amenca For so long 287 as sil oustanding Bonds are registerod iri ihe neme of he Alaska Municipal 288 i3ond Bank Authorily or Financial Institution payments of principal and 289 interest thereon shell be made as provided in he Loan Agreement lii the 290 event that he Bonds are no longer registered in the flama of he Alaska 291 Municipal BondBank Authorityor Financii Institutiori nterest cm he Bonds 292 shell be paid by chck mailed or by wire transfer to Registerod Owner of 293 Bonds in aggregate principal emount of $1 000000 or more who so requests 294 Lo the Registered Owners of the Bonds al he addresses for such Registered 295 Owners appearing on the Bond Register on or befarethe interest payment 296 date Principal of he Bonda shell be payable upon presentation and surrender 297 of the Bonds by he Registered Owners at the principal office of he Registrar 298 299 Secton 10 Reçiistration 300 301 Bond Register The Bonds shall be issued only in registered form as 302 both principal and interest The Registrar shall keep or cause to be kept 303 Bond Register 304 305 Registered Ownership The Borough and he Registrar each inits 306 discretion may deern and treat the Registered Owner of eachBond as he 307 absolute owner thereof for alt purposes and neither the Borough nor the 308 Registrar shall be affected by any notic to ihe contrary Payment of any such 309 Bond shell be medo only as described in Section hereof butsuch 310 registration may be transferred as harem pravided Ah such payments rnade 311 as described in Section shall be valid and shall satisíy and discharge he -- Kodiak Island Borough Alaska Resolution No FY2013-13 Page Gofl8 312 Iiabiflty of the Boroughupon such Boncithe extentof Ihe amount or 313 amounts so paid 314 Transferor Exchange Bonds shell be transferred only upen the Bond 315 Register kept by the Registrar Upon surrender for transferor exehange of 316 any Bond at ths officeof the Rogistrar with wíitteri instrument of transfer or 317 authorization for exchange In form and with guaranty of signatura satisfactory 318 the Registrar duly executed by Iba registered owner or jIs duly authorized 319 attorney the Borough shall executeand fha Registrar shall deliver an equal 320 a9gregate principal amount of Bonds of he same maturUy of any authorized 321 denominations subject te such reasonable regutations as the Registrar may 322 prescribe and upan payment sufficient to reimburse it for any fax feo orolher 323 governmental eharge required te be paid in connection with such trailsíer or 324 exohange Bonds surrendered íor transferor exchange shall be cancelled 325 by the Reqstrar The Regtstiar shi1l nol be required te trnsfer or exchango 328 Banda aubec fo redempton dunng the iftoen 15 days precediflg any 327 pinupal or interet payrnerit dateorfhadate of mhng of nohoe of 328 redemption of such Bonds or any Bond atter such Sond has baen callad for 329 redempllon 330 331 Reglstration Covenant The Borough covenants that until ah Bonds 332 hayabeen surrendered and cancefled it wil maintain system ter recording 333 the ownership of each Bond thai comphies withthe provisions of Section 149 334 of he Coda 335 336 Section 11 edemQin The Senda may be redeemed at the times for fha redemption 337 pces and in such rnanner asfha Sorough Manager or Finance Director may 338 fix and determine at or prior the time of sale of the Bonda 339 340 Notice of any intended redemption of Bonds shall be given notleas than 45 341 nor more than 60 days prior te thedate fixed for redemption by hJnited States 342 maU te registered owners of he Bonds lo be redeemed at their addresses as 343 hay appeer on the Bond Register en the day the notice is maihed provided 344 howevor that for so hong asthe Bonds are registered in the name of he Bond 345 Bank orFinancial Institution alt notices ahail be given as provided in the 346 Loan Agreement Tho requirements of this Section shall be deemed be 347 complied with when notice is mailed as herein provided whether or not it is 348 actuahly received by Registered Owner 349 350 Ah official notices of redemption shell be datad and shell state 351 352 he redempion date 353 redemption price 354 if fewer han ah outstanding Bonds are te be redeemed he 355 identificatiori and in the case of partiai redemption respective 356 principal amounts of he Bande te be redeemed 357 Lhat on he rederription date he redemption price wihl become 356 dueand payable upon eachsuchBond or portion thereof callad for 359 redemption ard that interest thereon chau cease to accrue from and 360 after said date and 361 he place wheresuchBonds are be surrendered for payment 362 of the redemption price which place of payment shahl be he principal 363 office of the Registrar Kodiak Island Borough Alaska Resolution No FY2013-13 Paga of 18 364 365 Notice of redemption having been given as provided aboye the Bonds or 366 portioris of Banda to he redeemod shft on the redemption date becamedue 367 and payable al tho spciied redernption puco and frarn and dfter such dale 368 such I3onds ci portions of Bonds shafl cease te bedr interest Upon surrendor 369 of suchBanda for redomption accordance with th notíOE suchBanda abati 370 he paid by iheRegistrar the redernphon prie lnstirnents of interost due 371 on oi puoi lo tte redernption dato shell be payable as harem pravided for 372 payrnerit of mnteresl Upan surrender fot any parit redemptmon of any Bond 373 theió shell be prepared for the Rgistered Owner new t3ond or Bonds of he 374 same maturity mn the arnount of the unpamd puncipal AH Banda whmch have 375 ben redeenod shell be cancelkid ard destroyedby he Registrar and shali 376 riot be reissued 377 378 it any Bond shat be duly presentod for payment cod funda have not been duly 379 provided by Ihe Borough onsuch applicable date Iheninterest shell conllnue 380 lo cwe he reafter en he urmpamd principal throof al the rato tated en such 381 Bond until it la paid 382 383 Sectiori 12 fgf_Boç The form of Ihe Banda shell be substantially as foltows 384 385 No _____ 386 387 LJNITED STATES OFAMERICA 388 389 KODIAK ISLAND BOROUGH ALASKA 390 LONG-TERM CAPE CENTER REVENUE BONDS 201_ 391 PROVIDENCE KODIAK ISLAND MEDiCAL CENTER 392 393 394 REGISTERED OWNER 395 396 PRINCIPAL AMOUNT 397 398 TheKodiak Island Borough Alaska ihe Borough municipal 399 cci pomahon of he State of Alaskahereby acknowledge rtselfte owa and fom 400 value reemved prornis lo pay lo he Registered Owner dentified bove or 401 mIs regislered assrgns but oniy fiom he ources stsled heromn ihe Principal 402 Arnount mndicated aboye in tho íoilcwlng installmenta co ______of oach 403 of the foltowing years and lo pay from the sourcos stated heroin iriterest en 404 such instalimenta froro he date hereofpayable on ______2Q 405 and semiannually thereafter on the first days of each and 406 _______of each year at theratos per anrmum as foliows 407 Maturity Principal Interest Amount Rata 408 409 For so long as this Bond is owned by the BankiFinarmcial 410 Institutionl payment of principal armd interest ahail be made as provided in the 411 Loan Agreement Iri the event that this Bond is no lcmrmger owned by the Kodlak Island Borough Alaska Resolution No FY2013.13 Pago of 16 41 Bank/Financial lnstitutior payment of prinCipal of and interest en ihis Bond 41 wiH be made by check or drafirnailed by first class mali to the registered 414 owner al Ihe address appearing on he Bond Register of the Borough 41 provided that he final lastatimentof principal and nterest en thls Bond wili be 416 payable at the office of the Finance Director he Registrar upen surrender 41 of this Bond InteresE shU be computad Qn he basis of 360-day year 41 composed of twelve 30-dey months Both principal of and interest Qn this 419 Bond are payabe iii lawful money of he United States of America solely out of 420 he special fund of the Borough known as the Long-Term Cara Center 421 RevenueBond Account created by Section 15 of Resolution No FY2013- 422 Ihe Bond Resolution 423 424 This Bond is ene of en issue of Borids Ihe Bonds oflike date and 425 tenor except as te number reteof interest end date of maturity aggregatlng 426 he principal sum of $____________and is issued pursuant te theConstitution 427 and siatutes of he State of Alaska end duly adopted resolutions and 42 ordinances of he Borough including the Bond ResolutiorL The definitiona 429 contained in the Bond Resolution shell apply te capitalized terms contained 430 harem ThaBonds are beirtg issued for he purpose of financingacquiring 431 designing constructing and equipping long-term care center in Kodiak 432 Alaska 433 434 Bonds maturing on or aíter 20_may be callad 435 Ter redemption at he opilen of he Borough en any date onand after 436 in wholeon any date or in part in incrementsof $5000 437 with maturities te be selected by he Borough and by lot withiri maturity at 438 price of par plus accrued iriterestte thedate of redemption 439 440 Notice of any such intended redemption shall be given as provided in 441 he EResolution/Loan Agreemeni From and after he date fixedfor 442 redemptlon interest onany Bandaso callad for redemption shell cease lo 443 accrue provided funds for such redemptíon ere en depsit in the Bond 444 Account 445 446 This Borid Is subject te prepayment as stated in the 447 Agreement 448 449 This Bond is special limitad obligation of he Borough giving rise 450 no charge against the oroughs general credit and are payable solely from 451 and constitute claims of he owners thereof against only he revenues funda 452 and assetsof he Boroughpledgod under he Agreemontj 453 Thls Bond shall never constitute debt or ndebtedness of theState of Alaska 454 within he meaning of any provision or lirnitation of he Constitution or statutes 455 of he State of Alaska or he Borough or of any political subdivision thereof 456 and shell never constitutenor give risa te generalpacuriiary liability of the 457 Stete or the Borough or charge agairist their general credit or taxing powers 458 459 This Bond is special limitad obligation of the Borough issued iri 460 order to provide funds forlo finance he ecquisition design construction and 461 equipping of Iong-term care cantor leased te Providence Health Services 462 Washington d/b/a Providence Health Services in Alaska Washington non Kodiek Island Borough Alaska Resolution Ño FY2013-13 Page of 16 463 profit Providence he Providence pursuant lo the Leasebetween the 464 Borough and Providence 465 468 No officer agent or employee of the Borough andno cfficer offlcial 467 agent or employee of he Siate of Alaska nor ariy person executirig his 468 Bond shall in any event be subject any personal liability or accountability by 469 reason of he issuance ofthis Bond 470 This Bond Is qualified 501c3 bond as such term is defiried in the 471 Internal Ravenue Code of 1986 as amended the Coda 472 473 It is hereby certified that aH acts conditions and lhirsgS required by ha 474 Constitution and statutes of he State of Alaska and the ordinances and 475 resolutionsof he Borough to bedone precedent to arid in the issuanceof this 476 Borid have happened been done and performed 477 478 IN WITNESS WHEREOF the Kodiak Island Borough Alaska has 479 caused Ihis Bond be executed wlth he manual orfacsimite sgnature of lts 480 Mayor and lo be counterslgned wilh he manual orfacsimile signature of lIs 481 Clerk and he official seal of he Borough to be impressed or irnprinted hereon 482 as of Ihis _____day of _________201_ 483 484 KODIAK ISLAND BOROUGH 485 486 487 ________________________ 488 BoroughMayor 489 490 ATTEST 491 492 493 ___________________________ 494 Borough Clerk 495 406 Section 13 Eecutn of BondsThe Borids shell he executed on behatf of he f3orougn 497 with he manLal or facsimlle ugnalure of he Mayor of he Borough 498 ecuntersignecl with he manual or facsirnile signatura of he l3orough Clerk 499 Tho official se of he Borough shell be impresscd ot mprinted en och Bond 500 The axecution of Bondon behalf of he l3orough by perons tht at thetime 501 of tao cxacuIion aro dily authorizod hofdtho proper of-fices shall be valid 502 and ufficient for aH put posos although coy such porson shall hayaceased to 503 l-iold office aL he time of isauance and delivery of he Gemid or shall not haya 504 held office ami he date of he Borid 505 506Secton 14 jjfllatedDejroed Stji.r Los Bonds Upan surrender to he Regtstrar 507 ofmutilated t3ond he Borouqh hall executeand dtiver new l3ond oflike 508 maturity and principal amount Upen filing with he Registrar of evidence 509 tisfa toiy te th Borough bit Bondhasbeen destroyed to1en or lot 510 amid of fha ownership thereof sad upen iurnishing he Borough with indeninity 511 satisíactory It he Borough shell execute arid deliver new Bomid oflike 512 m1urIty nd principal amount The person requcsting he authentmcaIon nd 513 delivery of new Bond pursuant te this Sachen shell cornply wlth such other 514 reasonabl regultions as he Borough may prescribe and pay such expenses Kodiak Island Borough Alaska Resolution No FY2O1313 Paga 10 of 16 515 as the Borough may incur in connection therswith Any Bonds issued pursuant 516 to bis Section in substitution for Bonds aDeged te be destroyad stolenor lost 517 ahaIl corititute original additionalcontractual obligations on the part of the 518 Borough whether or nol he Bonds allegeci be destroyed siolen or lost be 519 at any timeenforceable by anyone aridshail be equally and proportionately 520 secured with alt otherBoridsissued hereunder 521 522 Section 15 Account and SibaocounsTheJn 523 There is hereby creaed special fund of he Borough known as the Long- 524 Term Care Ceriter RevenueBond Account the Bond Account5 whichfund 525 is trust fund to bedrawn upon for he sote purpose of paying tha principal of 526 and interest and premium if any en alt Parity Bonds TheBondAccount 527 consists of twa subaccounts he Debt Service Subaccount and the Reserve 528 Subaccount portfon of the proceeds of he Bonds ln an amourit te be 529 determined by he Fínance Director1 will be deposited iii the Debt Service 530 Subaccount representlng capitalizad lnterest Amounts pledged to be paid 531 into he Bond Accoun are horeby declared te be lien and chargeupon 532 Pledged Revenues superior te ah other charges of any kind or nature and 533 equal in rank to the charge thereon te pay and secure the payment of he 534 principal of and inerest en sIl Parity Bonds 536 536 From and after the timeoflssuance and delivery of the Bondsand as hong 537 thereafter as any the sanie remain outstanding the Borough hereby 538 irrevocablyobligates arid blrids iteelíte setaside and pay into theDebt 539 Service Subaccount out of Pledged Revenueson orbefare he 201h dey of 540 each month he foliowing 541 542 Such amounts in approximately equal monthly installments as wihl be 543 suíficien accumulate the amount required to pay he interest schadulod 544 become dueen Parity Bonds en the nextinteresE payment date and 545 546 Such amounts iii approxlmatelyequal monthlyinstaUments as wihl be 547 sufficient to accumulate the principal amount of Partty Bonds due for which 548 no sinking fundinstahlments hayabeon establishedplus he unsatisfled 549 balance of any sinking fundinstahlment for Parity Bonds in each case during 550 he next 12 months 551 552 Moneys iri the Debf Service Subaccount may be held in cash or invested in 553 accordance with he Arbitrage and Tax Certtficate Such investments shafl 554 mature prior he time such monay is required for he payment of he 555 prIncipal of or interest en he Parity Bonds Alt Ínterest earned on and prorits 556 derivedfrom such investrnenis shall remain in and become part of the Debt 557 Service Subaccount 556 559 Section 16 Reserve Subaj The Borough hereby covenantsand agrees that it wihl 560 at the time of issuance of the Bonds causo amounts te be paid into the 561 Reserve Subaccountsuch hat he total amount un he Reserve Subaccount 562 will be equal he ReserveSubaccount Requirement 563 564 The Borough further covenantsand agrees that it will setasido and pay mio 565 he Reserve Subaccount amounts from Pheciged Revenues commencing with 566 he first month fohiowing he closing and dehivery of the Bonds so that he Kodiek Island Borough Alaska Resotutlon No FY2013-13 Page 11 of 16 567 amount on deposit in the Rserve Subaccourit will attimes be atieast 568 equal lo he Reserve Subaccourit RequiremenL 569 570 The 8orough further covenanis and agrees thaI in Iheevent It issues any 571 Futuro Panty Bonds herafter it witi provído ir oach resolution authoring the 572 same that aL the time of issuanco of such Futuro Parity Bonds payments wiH 573 be made mb the ReserveSubaccountsuch ihal he total amount of such 574 payments together withthe money already in the Reserve Subaccourit will be 575 equal he ReserveSubaccount Requwsrnent 576 he Borough fuUhorcovenanis and agrees thaI will st sil times maintarn 577 Iherein en amount al teost equel to the Reserve Subaccount Requirernont unhil 578 Ihere is sufficient amourit In the BondAccountandReserve Subaccount te 579 pay the principal of prernium if any and interest en ah outstanding Parity 580 t3orids st which time the money in the Reserve Subaccount may beused Lo 581 pay such principal premium it any and tnlelobt piovkiod however thaI 582 rnoneys the Reserve Subaccount may be withdrawn or set asido in 583 specmi ccaufll the Bond Account pursuant lo Sectlon 15 of this Resolution 584 lo pay with or without other aveilable funda the principal prernium mf any 585 and uteret on alt of the outstandtnq Parity Bonds of any single issue orseries 586 iyable out of theBatid Accaunt so long asthe moneys remaining on deposit 587 in the Reerve Subarcount are al teaat equal to the Reserve ubaccount 588 Roquuoment ori sIl of the rornaming outstandingParity BondsTheBorough 589 may ram time lo time transfer from he Reserve Subaccount tó the Debi 590 Servico Subaccount amounts in excesa of Ihe Reerve Subaccounl 591 Requirement 592 593 in Iheevent there shall be deflcienoy in the DebI Service Subaccount for 594 meeting maturing inatahiments ofeither principal of or intereal en the Parity 595 BanUs such deficiericyshall be marie up fram the Reserve Subaccount by he 596 withdrawal of cash therefrom Any deficiericy created in he Reserve 597 Subaccount by reason of cuy such withdrawal ahail ihen be medo up from 598 Pledged Revenues íirst availabie therofor aRar makingnecessary provisian or 599 the required paymenta into Ihe Debt Servico Subaccount lnvostrnonts in ihe 600 ReserveSubaccountshall be valuad atamoih.ed cosI xcept thatin he event 601 of defcciency ni he Reserve Subaccountcausad by he wthdraval or 602 Irensfer of monoys therefrornIhe amount of suoh deficiency shell be 603 determitied by vsluing alt invostmnts ni the Roservo Subaccount al Ihethen 604 marketvalue 605 606 Ah rnoñey iii the ReserveSubaocount may be kept tu cash or invosted iii 607 GoveinmentObligahons Such invostments ahall maWre nol tater than the 608 lst maturily of Ihe Parity Bonds outtandtng al the tIme of their purhase 609 interest onany such irivestments end/ot any ptofils realizadfrom tho sale 610 thraf shell be dpasited end becomc perI of the Debt Service 611 Subaccount 612 613Section 17 lnvestment of Crtain AtaL Moneys hsld in the BondAccounl shall be 614 invested and reinvested lo Iba fullest extent in accordance with Borough 615 policy sueh invesIrnonis lo mature not oler than such times as shell be 616 necessary to provide moneys whan needed fo paymenta te be made frorn 617 such Accounts and in the case of Ihe Reservo Subaccount not ator than 618 fif Leen years from thedate of such investment Kodiek and Borough Alaska Resolution No FY2013-13 Page 12 of 16 619 620 Obligations purchased as an investment of monoys in any Account or 621 Subaccount creted under Lhis Reolution shell be deerned at ah times tú be 622 pert of such Acc1ount or Subaccountand any profit roalized frorn he hqutdation 623 of such investrnont shall be cedted to such Accouritor Subaccount and any 624 loss resulting from the Uquidation of such investment shahl be charged to the 625 respective Aceount or Subaccount 626 627 la computing iho amount any Aount or Suhaouni creetod under ihis 628 Reoluhon for any purpose provided in thls ResOtutlOfl oblgations purchased 629 as en nvestment of moneys thcrein shII be valued cost plus ntsrebt 630 acorued and unpald at the date of computeton 631Soctuon18 Pwvdonc Covenant As condibon of he ISSUCnGC and dehvery of the 632 Bonds Provderve shail be obligtod te excule he Financng Documents 633 which it party addition Providertce shall be responaible for ensuring 634 initial and ongoing campilance with Rule15c2-12 as prQmulgated by the 635 Securities and Exohange Commission 636 637 Section 19 ibordnte Lien t3orj Nothng conlanod harem hall prevrnt he 638 fromn msumng revnue bonds ornotes which are chargeupon Pledged 639 RVOnUeS suboduiate or Inferiorlo the payrnermts requrred herein lo be rnade 640 tharefrom lato he Oebt Service Subaccountand ReserveSubaccount or from 641 ssuinglong-term care center revenuebonds reíund maturing bonds for the 642 payment of which moneys areaolDtherwíse availabie 643 644Sectian 20 Çpyenants Private ActivJB_imonds The Borough 645 hereby covenanis thaI it will aol make any use of the proceeda ofsale of he 646 Bande or any albar funds of he Borough which may he deemed to be 647 roceeds of sch Bonds pursuant tú Sachen148 of Ihe Coda which wmJl cause 648 he Bonds he arbitrage honds within he nieaning of saidsection and the 649 regulatmons appltcable thoreundor Tho Boreugh comply with he 650 roqumremants of Section 148 of he Coda or any succeseor povmslon thereof 651 apphcable lo he Bonds and he applicable regulatmons hereunder throughout 652 the term of the Borids 653 654 The Borough further covenants lhat it will not take any actiorm orpermil army 655 action be taken thaI would cause the Bonds to constitute privatoactivity 656 bonds under Section 141 of he Codo The Borogh will take any action 657 determined by he Borough aíter corisultation with lIs bond counsel be 658 legal and practicable and required to be taken by the 8arough under future 659 federal laws or regutations order to mointain he exemption of the interesi 660 on the Bonds fromfederaliricometaxation as qualified bond under Saction 661 141 ofthe Codo 662 663 Section 2t pfeasaj la he event hat money and/or Acquired Obligalionsmaturing at 664 such timeor times and bearing interest be earned thereon la amounts 665 sufficient redeem and retire any or ah of the Bonds accordance with their 666 arma are setasida la special trust account in he BondAccount to effect 667 such redemphion orrebremenl armd suoh money and the principal of sad 668 interest on such obllgatlons areirravocably set asida and pledged for such 669 purpose han no further payments need Lo be made lato he i3ond Account for 670 he payment of the principal of and interest onsuch Bonds and such l3onds Kodiak Island Borough Alaska Resolution No FY2013-13 Paga 13 of 16 671 shaUcease te be entitiedte any lien benefit or security ofihis Resolution 672 except the right to receive he Íunds so set asido and pledged andsuch 673 Bonds shali be deemed not be outstanding hereunder or under any other 674 resolution authorizing theissuance of FLiture Parity Bonds 675 676 Sectuon22 Goneral Authorization After the sale of the Bonds he 677 proper orficlals of the Borough are hereby authorized and directed te do 678 everylhirig necessary to complete such sale and to deliver he Bonds he 679 purchaser upon payment of the purchase price 680 Sectlon 23 toandSulerntj Resalubons 681 682 The Assembly ram timetime and at any time may pass resolution 683 or resolutions supplementalhereof which resotutionor rasolutions thereafter 684 shall become part ofIbis Resolution for any one or more of he following 685 purposes 686 687 To add lo he covenants arid agreements of the Borough 688 contained in this Resolution other covenants arid agreements 689 thereafer te be observed orsurrender any right am power herein 690 reservad te or conferred upon the Borough 691 692 To make such provisions for he purpose of curing any 693 ambiguities or of curingcorrecting am supplementing any defective 694 provision contained in Ihis Rosolution arin regard lo mattersar 695 queslions arising under his Resolution as the Assembly niay deem 696 nocessary or desirable and notínconsistentwith this Resolution and 697 which shall not adversely affect the interest of Ihe owners of he Parity 698 Bonds 699 700 Any such supplemental resolutionof the Assembly may be adopted without 701 the consent of he owner of any Parity Bonds at any time outstanding 702 notwithstanding any of the provisione of Subsection of Section 703 704 With the consent of the owners of not less than 60%in aggregate 705 prIncipal amourit of he Parity Bonds at the time outstanding the Assembly 706 may pass resolutionor resoluUons supplemental hereto for the purpose of 707 adding any provisione lo or changing in any manner or eliminating any of the 708 provisions of this Resolution or of anysupplemental resolution provided 709 however that no such supplemental resolution shell 710 711 Extend the fixed maturity of any of he Parity Bonds or reduce 712 he rateofnterest thereon or reduce he amount or change thedate 713 of any sínking fund inslallment requirement or extendtime of 714 payments of interest from their due date or reduce he amount of he 715 principal thereof am reduce any premiumpayable Qn the redemption 716 thereof without theconsent of the owner of each Parity Bond so 717 affected 718 719 Reduce he aforesaid percentage of owners of Parity Bonds 720 required te spprove any such supplemental resolutionwilhout the 721 consant of the owners of ah of he Parity Bortds then outstandingor 722 Kodiak Island Borough Alasla Resolullon No FY2O1313 Pago 14 of 16 723 Remove the pIede and lien of this Resotution on Pledged 724 Revenues 725 726 It shali not be necessary for consent of the owners of Pailty Bonds under 727 this Subsection to approve the particular form of any proposed supplementai 728 resolution but it shell be sufficient it such conseni shall approve substance 729 thereof 730 731 Upon the passage of any supplernental resolution pursuant to the 732 provisions of this Section this Resoiution shell be deemed to be modified and 733 amended in accordance therewith and respective rights ciuties and 734 obligations of the Borough under this Resolution and alt owners of Parity 735 Bonds outstanding hereunder ahail thereafter be deterrninedexercised and 736 enforcedthereunder subject in ah respects to such modification and 737 amendmerit and alt the terms and conditions of any such supplemental 738 resolution shell be deemed to be part of the terms and conditions ofIhis 739 Resolution for any and ah purposes 740 741 Parity Bondsoxocutedand deilvared after the execution cf any 742 supplemental resohution adoptad pursuant the provisions of this Section 743 may bear notationas any matier provided for in such supplemental 744 -esolution and it such supplemental resolution chau so provide new Parity 745 Bonds so rnodified as te conform in the opinion of he Assembly any 746 modification of this Resotution corttained lii any such suppiemental resolution 747 may be prepared by Borough and deliveredwithout cot to fha owners of 748 Parity Bonds hen outstanding upon surrender ter canceilation of such Parity 749 Bonds in equal aggregate principal amounts 750 751 Secton 24 Dsposdionof heProceed of Sair çf ho i3n The proceeds recelved from 752 he salocf the Bonds exclusive of deposits Into Debt Service Subaccount 753 end the Reserve Subaccount shail be deposited into fund of Borough 754 designated by Finance Director and shall beusad to pay alt costs allocable 755 lo the issuance of the Bonds and te undertake irflprovements authorlzed by 756 his Resotutiori 757 758 Sectlon 25 Lodn/PLfchpAQrPernoflt andContwwing iDsiosure The Bórough Manager 759 and Finance Director are each authorized te enter into Loan Agreement with 760 he Alaska Municipal BondBank Authority and/or Financiai Institution or 761 purchase agreement with an underwriterorother purchaser of the Borids 762 providing for and reiating to tho saleof the Bonds and Continuing 763 DisclosuroCertificate and Manager andFinance Director are each 764 authorized cause he sama be executed and dehivered en behalf of the 765 Borough 760 767 Section 26 osítion of tho Sale Proceeds of Ile Bon The sale proceeds of the 768 Bonds representing accrued interast en Bonds it any shall be applied to 769 pay portion of interest due en he Bonds on tho first interest payment 770 date for the Bonds The sale proceeds of Bonds representlng original 771 issue premiurn on tho Bonds it any shalt be applied lo pay issuance costs of 772 the Bonds portion of the interesi dueon the Bonds en the Ilrst interest 773 payment dates for he Bonds or costs of the Projeci and shall be deposited in 774 such manner as he Borough Manager or the Finance Director may Kodiak Island Borough Alaska Resoiution No FY2OI3-13 Paga 15 of 16 775 determine The remaining sale proceeds of the Bonds ahail be applied to pay 776 costs of Ihe Project and issuancecosts of Ihe Bonds and shall be deposited 777 in he appropríate funds or accounts of the Borough for such purposes 778 779 Soction 27 If any one or niore of the covenants or agreements providecl In 780 Ihis iesoIution lo be performed ori he part of Iho Borough shell be declared 781 by ariy court of competeni jurisdiction to be contrary to law thensuch 782 covenant or covenans agreement or agreemenis shall be nulJ and void and 783 shall be deemed separable from he remaining covenants and agreements in 784 this Resolution and shall in no way affect the validity of the other provisions of 785 this Resolutionor of he 8onds 786 787Section tiv Date ThIsResolution shall become effective immediately 788 789 ADOPTEDBY rHE ASSEMBLYOF THE KODIAK ISLAND BOROUGH 790 THIS SEVENTHDAY OF FERUARY 2013 791 792 KOIJIAK ISLAND BOROUGH 796 Jerjhie Selby BorouMÇ 798 799 ATTEST 800 803 Nove lvi Javier MtÇBorough Clerk Kodiak Island Borough Alaska Resolution No FY2013-13 Page 16 of 16 THIS AGREEMENT clated as of the lst day of June 2013 betweeri the Alaska Municipal BondBank the Bank body corporate and politic constituted as an instrumentality oftheState of Alaska the State exercising public and essential govemmental functions created pursuant to the provisions of Chapter 85 Title 44 AlaskaStatutes as amended the Act having its principal place of business at Juneau Alaska and Kodiak Island Borough duly constituted and existing socond class borough of theState the Borough WITNESSETH WHEREAS pursuant to the Act the Bank is authorized toloan money the Loan or Loans to governmental uriits and WHEREAS the Borough is Governmelltal Unit as defined in the General Bond Resolution ofthe Bank hereinafter mentioned and pursuant to the Act is authorized to accept Loan from the Bank to be evidenced by its municipal bond and WHEREAS the Borough desires to borrow money from the Bank in the amount of not te exced$20000000 and has subrnitted an apphcation to the Bank for Loan in the amount of not to exceed $20000000 and the Borough has duly authorizedthe jssuarice of ita fully registored bond in the aggregate principal amount of $17110000 the Municipal Bond whích bond is to be purchasedby the Bank as evidence of the Loan in accordance with this Agreement and WHEREAS the application ofthe Borough contains the information requested by the Bank and WHEREAS to provide for the issuance of bonds of the Bank in order to obtain from time to time money with which to make Loans the Bank has adopted the General Obligation Bond Resolution on July 13 2005 as amended August 19 2009 the General Bond Resolution and Series Resolution No 2013-03 approved on May 2013 together withthe General Borid Resolution the Bond Resolution authorizing the making of suchLoan to the Borough and the purchase ofthe Municipal Bond WHEREAS the Board approved certain modifications tothe General Bond Resolution effective on the date when aPI bonds issued under the terms of the General Bond Resolution prior to February 19 2013 cease to be outstanding NOW THEREFORE the parties agree The Bank hereby makes the Loan and the Boroughaccepts the Loan in the aggrecjate principal amount of $17110000 As evidence ofthe Loan made to the Borough andsuch money borrowedfrom the Bank by the Borough the Borough hereby sells tothe Bank the Municipal Bond in the principal amount withthe principal installment payments arid bearing interest from its date at therate or rates per annum stated in Exhrbit appended hereto For purposos of this Loan Agreement the interest on the Municipal Bond will be computed without regard to the provision in Seotion hereof for the Borough to make funds available tothe Trustee acting under the General Bond Resolution for the payment of principal and interest due at least seven business days prior to each respective principal and interest payment date The Borough represents that it has duly adopted or wiH adopt ah necessary ordinances or resolutions including Resolution No 2013-13 approved on February 2013 the E3orough Legislation andhastaken will take ah proceedings required by law to enable it to enter nito this Loan Agreement and issue ita Municipal Bond to the Bank and that the Municipal Bond will constitute nonrecourse revenue bond special and himited obhigation of the Borough secured by security interest in and lien and claim against the lease payments of Providence HealthServices Washington dibla Providence Health Services in Alaska Provídence as described in that certain lease agreernent by and between the Borough andProvidence and entitled Long-Term CareCenter Lease Agreement with an effective date of May 2013 the Lease The Borough hereby represents the proceeds ofthe Loan will beused by the Borough to finance theconsti uction of longtorrn care facility on property awncd by the í3oraugh tho Project Once completod the Project wihl be operated by Providence pursuant to the terms of the Lease The Borough representa that it has taken alI necessary action as required by law to enable it to enter into the Loaseand that the Lease hasbeen duly executed and validly dehivered by boththe Borough and Providence Subject to any apphicable legal himitations the amourits to be paid by the Borough pursuant to this Loan Agreement representing interest due on its Municipal Bond the Municipal Bond lnterest Payments shahl be computed atthe same rateor ratos of interest borne by the corresponding maturities ofthe bonds sold by the Bank in order toobtainthe money with which to make the Loan and to purchase the Municipal Bond the Loan Obligations and shall be paid by the Borough at least seven business days befarethe interest paymerit datesoas to próvido funds sufficient to pay interest as the same becomes due on the Loan Obhigation The amounts to be paid by the Borough pursuant to this Loan Agreement iepresenting principal due on ita Municipal Bond ihe Municipal Bond Principal Payrnents shalb be paid at least aoven business days befarethe payment date stated in the Municipal l3ond soas to provide funda sufficient te pay the principal of the AMBB/General ObUgation and Refunding Bonds 2013 Series Two Loan Agreernent Page i\Docs\37421734\LOanAgreement Kodiak Revenue Bond.DocX Loan Obligations as the saniematures based upon the maturity schedule stated in Exhibit appended hereto In the event the amounts referred to in Sections and hereof to be paid by the Borough pursuant to this Loan Agreement arenot made available at any time specifted heroin the Borough agiee that any money payable to it by anydepartment or agency of theState may be withheld fiom it and paid ovor directly to tho Trustee acting under the General Bond ResalutuDn and this Loan Agteement shall be fuU warrant authority and direction to make such payment upon rioticeto such department or agency by the Bank with copy provided tothe Borough as provided in the Act In the event Loan Obligations havebeen refundedand the interest rates the Bank is required to pay on its refunding bonds in any year are less than the interest rates payable by the Borough on the Municipal Bond for the corresponding year pursuant to the terms of the Municipal Bond then both the Municipal Bond lnterest Payments and theMunicipal Bond Principal Payrnents will be adjusted in such manner that the interest rate paid by the Borough on any principal snstallment of the Municipal Bond is equal to the interest rato paid by the Bank on the corresponding principal installrnent of the Banks refuriding bonds and on present valuebasis the sum ofthe adjusted MunIcipal Bond lnterest Payments and Municipal Bond Principal Payments is equal to orless than the sum of the Municipal Bond lnterest Payments and Municipal Bond Principal Payments due ovei the remaining term of the Municipal Bond as previously established under this Loan Agreement In the event of such refunding of Loan Obligations the Bank shall presentto the Boiough forthe Boroughs approval revised schedule of principal installment amounts and interest ratos for the Municipal Bond If approvedby the Borough the revised schedule shall be attachedhereto as Exhibit and incorporated horein in replacement of the previous Exhibit detailing said principal installment amounts and interest rates The Borough is obligated to pay to the Bank Fees and Charges Such Fees and Charges actually collected from the Borough shall bean amount sufficient together with the Boroughs Allocable Proportion as defined below ofother money available therefor under the provisions of the Bond Resolution and other money avaiabe thereforincluding any speciflc grants made by the UnitedStates of America or any agency orinstrumentality thereofor by theStateor any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund pursuant to Section 606 of the General Bond Resolution to pay as the same become due the Boroughs Allocable Proportion ofthe Administrative Expenses of the Bank and AMBB/Gerieral 0bIigtion and Refunding Bonds 2013 Series Two Loan Agreement Page I\Docs\37421 734\Loan AgreenentKodiak RevenueBond.DOCX to pay as the same become due the Boroughs Allocable Proportion of thefees and expenses of the Trustee and paying agent for the Loan Obligations The Boroughs Allocable Proportion asused harem shall mean the proportionate amount of the total requirement in respect to which the term is used determined by the ratio that the principal amount of the Municipal Bond outstanding bears to the total of ah Loansthen outstanding to alI Governmental Units under the General Bond Resolution as cerified by the Bank The waiver by the Bank of any fees payablepursuant tothis Section shahl not constitute subsequent waiver thereof The Borough is obligated te make the Municipal Bond Principal Payments soheduled by the Bank The first such Municipal Bond Principal Payment is due atleast seven business days prior to thedateindicated en Exhibit appended hereto and thereafter on the anniversary thereof each year The Borough is obligated to make the Municipal Bond lnterest Payments scheduled by the Bank en semi-annual basis commencing seven business days prior to the date indicated on Exhibit appended hereto and to payany Fees and Charges imposed by the Bank within 30 days of receiving the invoice of the Bank therefor 10 TheBank shall not seO and the Borough shall not redeem prior te maturity any portion ofthe Municipal F3ond inari amount greater than the Loan Obligations which are then outstanding andwhich are then redeemable arid in the event of any such sale or redemption the same shall be in an amount not less than the aggregate ofthe principal amount of the Municipal Bond or portion thereof te be redeemed the interest to accrue en the Municipal Bond or portion thereof to be redeemed tothenext redemption date thereof not previoushy paid iii the applicable premium if any payable on the Municipal Bond or portion thereof to be redeemed and iv the cost and expon es of the Bank in effecttng the redomption of the Municipal Bond or portion thereoí te be redeemed The Borough shell give the Bank at least 50 days notice of intention te redeem its Municipal Bond lii the event the Loan Obhigations with respect to which the sále or redemption prior to maturity of suchMunícipal Bond is being made havebeen refundedand the refund ig bonds ofthe Bank issued for the purpose of refunding suchLoan Obligations were sued in principal amount in excess of or lessthan the principal amount of the Municipal Bond remaining unpaid at thedate ofissuarice of such refunding bonds the amount which the Borough shell be obligated te pay or the Bank shall receive under item aboye shah be the principal amount of such refunding bonds outstanding In the event the Loan Obligations havebeen refundedand the interest the Bank is required te pay on the refunding bonds is less than the interest the Bankwas required AMBB/General Oblgation and Refunding Bonds 2013 Series Twa Loan Agreemerit Page I\Docs\37421734\LoanAgroement Kodak Revenue Bond.DOcX to pay on the Loan Obligations the amount which the Borough shall be obligated to pay or the Bank shall receive under item ii aboye shall be the amount of interest to accrue on such refunding bonds outstanding In the event the Loan Obligations havebeen refunded the amount which the Borough shall be obligated to pay or the Bank shall receive under item iii aboye wheri the refundedLoan Obligations are to be redeemed shall be the appflcable premium if any on the Loan Obligations to be redeemed Nothing in this Section shall be construedas preventing the Borough from refunding theMunicipal Bond in exchange for new Municipal Bond in conjunction with refunding ofthe Loan Obligations 11 Simultaneously withthe delivery of the Municipal Bond to the Bank the Borough shall furnish to the Bank evidence satisfactory to the Bank which shaH set forth among other things thatthe Municipal Bond wíU constitute vafld and binding special and limited obligation of the Borough secured by Lease revenues derived from the operation ofthe Project 12 Invoices for payments under this Loan Agreement shall be addressed to the Kodiak Island Borough Finance Department Attention Finance Director 710 Mill Bay Road Kodíak Alaska 99616 The Borough shall give the Bank and the corporate trust office of the Trustee under the General Bond Resolution at least 30 days written notice of any change in such address 13 The Boroughhereby agrees that it shall fully fund at the time ofloan funding its debt service reserve fund in an amount equal to $1346687.50 which secures payment of principal and interest on its Municipal Bond that such fund shall be heid in the riame of the Borough withthe Trustee and that the yleid on amounts held in such fund shall be restricted to yield not in excess of 2.81942 percent The Borough further agrees to maintain the debt service reserve fund fór the term ofthe Municipal Bond in an amount equal to the lesserof 10%of the proceeds ofIhe Municipal Bond the maximum annualdebt service on the outstanding Municipal E3ond or 125%of average annual debtservice forthe outstanding Municipal Bond 14 The Borough hereby agrees to keep and retain until the date six years after the retirement ofthe Municipal Bond or any bond issued to refundthe Municipal Bond or such longerperiod as may be required by the Boroughs record retention policios and procedu ros ecords wtth respect lo the nvestment expenditure anduse of the proceods derived from the sale of rts Municipal Bond including without limitation records schedules bilIs invoices check registers cancolled checks and supporting docurnentation ovidencing use of proceeds and investments and/or reínvestrnents of AMBB/General Obligation and Refuriding Bonds 2013 Series Two Loan Agreement Page i\Docs\37421734\LoanAgreement Kodiak Revenue BondDocX proceeds The Borough agrees that aH records required by the preceding sentence shafl be made available to the BondBank upon request 15 Prior to payment of the amount ofthe Loan or any portion thereof and the delivery of the Municipal Bond tothe Bank or its designee the Bank shaU have the right tocancel ah or any part of ita obligatións hereunder if Any representation warranty or other statement made by the Borough tothe Bank in connection with its apphication to the Bank for Loan shall be incorrector incomplete in any material respect The Borough has violated commitments made by it under the terms of this Loan Agreement the Lease or any related agreement The financial position of Providence has in the opinion of the Bank suifered materiahly adverse change between the date of this Loan Agreement and the scheduled time of dehivery oftheMunicipal Bond to the Bank The Borcughhereby represents andcovenants thatthe proceeds ofthe Loan shaht only be used tocoristruct long term care facihity the ruprojectlJ on land owned by the Borough and located in the Borough The Borough further represents andcovenants that it shall be the owner ofthe Project and that it shall lease the Projectto Providence federaily recognized 501c3 organization 16 The obligation of the Bank under this Loan Agreement is contingent upon delivery of its General Obhigation Bonds 2013B Series Two Qualified 501c3 the 2013 Series Twa Bonds and receipt ofthe proceeds thereof 17 The Boroughagrees that it wihl provide the Bank with writtennoticeof any default in covenants under the Boroughs Legislation within 30 days from the date thereof The Borough further agrees that it wil provide the Bank with writer notice of any default in the covenants or agreements by the Borough or Providenceunder the terms of the Lease within 30 days from thedate thereof 18 The Borough shell not take oromit to take any lawful action which action or omission wouldcause interest on the Municipal Bond to become subject to federal income taxes in addition to federal income taxes to which interest en such Municipal Bond is subject on the date of original ssuance thereof The Borough shall not permit any ofthe proceeds of the Municipal Bond or the Project financed with such proceeds to be used in any manner that wouldcause the Municipal Bond to constitute private activity bond other than Quahified 501c3 Bond within the meaning of Section 141 of the Code AMBB/General Obligation and Refunding Bonds 2013 Series Two Loan Agreement Page I\Oocs\37421734\Loan Agreernent Kodiak Revenue Bond.DOCX The Borough shall make nouse or investment of the proceeds ofthe Municipal Bond which will cause the Municipal Bond to be an arbitrage bond under Section 148 ofthe Code So long as the Municipal Bond is outstanding the Borough shall comply or cause compliance with ah requirenients ofsaidSection 148and ah regulations of the United States Department of Treasury issued thereunder to the extent that such requirements are at the time applicable and in effect The Borough shall indemnify and hold harmless the Bank from any obhigation ofthe Borough to make rebate payments te the United States under said Section 148 arising from the Boroughs use or investment ofthe proceeds of the Municipal Bond 19 The Boroughagrees that if it is one of the Governmental Units that has ten percent or greater amount of outstanding bonds heid by the Bank under its General Bond Resolution it shall execute continuing disclosure agreement for purposes of Securities and Exchange Commission Rule 15c2-12 adopted under the Securities and Exohangi Act of 1934 and piovide the Bank for inclusion tu future official statements upen req iest finanial informationgeneraily ofthe type tnc$uded in Appendix urtder the heading Surnrnaries of F3orrowers Representing 10%or More of Outstanding Principal of Bonds lssued Undei the 200 General Bond Resolution te the Officia Statement and attached hereto as Exhibit 20 The Boroughagrees that if there shall be an event of default under the terms of the Lease set forth in paragraph 28 thereof and the Borough declares ah installmertts ofrent payable under the terms ofthe Lease to be immediately due and payable the Borough shahl deposit aH such amounts in yield restricted fund and applied te the payment of principal of and rnterest on the Municipal Bond as such payrnents become due under the terms of this Loan Agreement or defease the Municipol Bond Amounts held in the yield restricted fund described in this paragraph 20 shall be restricted te yield not in excess of 2.81942 percent 21 The Borough agrees that it the Lease is terminated excluding Providence from possession of the Project the Boróugh shahl use its best efforts to lease and/or rent the Project to another quahified tenant an organization described Section 501c3 of the Internal Revenue Cede and that all lease and/or rental payments received from such tenant shalh be used to pay the principal of and interest on the Municipal Bond 22 If any provision of this Loan Agreement shahl for any reason be held to be invahid or unenforceable the invahidity orunenforceability of such provision shahl not affect ci of the remainirig provisions of this Loan Agreement and this Loan Agreement shall beLonstruedand enforcedas it such invahid oruneriforceable provision had not been cci temed herein AMBB/General ObHgation and Refundng Bonds 2013 Series Two Loan Agreement Page I\Docs\3742 734\Loan Agreement odiak RevenueBond.00cX 23 This Loan Agreement may be executed in one or more counterparts any of which shall be regarded for ah purposes asan original and ah of which constitutebut one and the same instrument Each party agrees that it wihl execute any and ah documents or other instrumerits and take such other actions as are necessary to give effect to the termsof this Loan Agreement 24 No waiver by either party of any term or conditionof this Loan Agreement shall be deemed or construedas waiver of any other term or condition hereof nor shahl waiver of any breach of this Loan Agreement be deemed toconstitute waiver of any subsequent breach whether ofthe same orof different section subsection paragraph clause phrase or other provision of this Loan Agreement 25 In this Loan Agreement unless otherwise defined herein ah capitalized terms v4iichare defined iri Article of the General Bond Resolution shall have the same meaninqs respectively as such terms are given in Artiche of the General Bond Resolution 26 This Loan Agreement merges and supersedes all prior negotiations representations and agreements between the parties hereto relating to the subject matter hereof and constitutes the entire agreement between the parties hereto in respect thereof of page intentionally left blank AMBB/GneraI Obligation and Refunding Bonds 2013 Series Two Loan Agreement Page I\Docs\3742 734\Lon Agreenient Kodiak Revenue Bond Doox IN WITNESS WHEREOF the parties hereto haveexecuted this Agreement Ihe day and year first aboye written Executive Director KODIAK ISLAND BOROUGH ALASKA KARLETON SHORT Finance Director AMBB/General Obligation and Refunding Bonds 2013 Series Two Loan Agreernent Page Oacs\742 734\Lon Agreement Kodiak Revenue 8ord.DocX EXHIBITA $17110 000 Kodiak Island Borough Alaska Long -TermCareCenter Revenue Bonds 2013 Providence Kodiak Island Medical Center Municipal Bond Due Principal lnterest June Amount Rate 2015 $605000 3.000% 2016 625000 3.000 2017 645000 4.000 2018 670000 3.000 2019 690000 3.000 2020 715000 4.000 2021 745000 4.000 2022 775000 5.000 2023 815000 5.000 2024 860000 5.000 2025 909000 5.000 2026 950000 5.000 2027 995000 5.000 2028 1050000 5.000 2029 1100000 5.000 2030 1160000 5.000 2031 1220000 5.000 2032 1270000 3.625 2033 1320000 3.750 Principal installments shall be payable ori June in each of the years and in the amounts set forth aboye lnterest on the Municipal Bond shall be payable en December 12013 and thereafter on Juneand December of each year Optional Prepayment The Municipal Bond principal payments due in years 20252026 20272028 2029 and2030 are subject te prepayment in whole or in part atthe option of the Borough en any date oh or after June 2018 at price of 100%of the principal amount thereof to be prepaid plus accrued interest to the date of prepayment AMBBíGeneraI Obligation and Refunding Bonds 2013 Series Two Loan Ag ernent Exhibit Pago A-1 I\Docs\3iJ734\Loan Agreement Kodiak Revenue Bond.Docx The Municipal Bond principal payments due iri years 2024 2031 2032 and 2033 are subject to prepayment in whole or in part at the option of the Borough on any date ori or after June 2023 at price of 100%of the principal amount thereof to be prepaid plus accrued interest to the date of prepayment AMBB/Genera Obligaton and Refundng Bonds 2013 Series Two Loan Agreement Exhibit Page A-2 l\Docs\37421734\Loan Agreement Kodlak Revenu Bond.Docx UNITEDSTATESOF NO $17110000 LONG-TERM CARECENTER REVENUE BONDS SERIES 2013 PROVIDENCE KODIAK ISLAND MEDICAL CENTER REGISTERED OWNER ALASKA MUNICIPAL BOND BANK PRINCIPAL AMOUNT SEVENTEEN MILLION ONEHUNDRED TEN THOUSAND DOLLARS The Kodiak Island Borough Alaska the Borough municipal corporation of theState of Alaskahereby acknowledges itselfto owo and for valuereceived promises to pay tothe Registered Owner identified aboye or ts registeted asstgns but only írorn the sources stated herein the Pnncipal Amount indicatod aboyo in the following installments on June of each ofthe followirig years and to pay from the sources stated herein interest on such installments from thedate hereof payable on December 2013 and semiannually thereafter on the flrst days of eachJune and December of each year at therates par annurnas follows Maturity Principal Interest Date Amount Rate 2013 2.000% 2014 2.000 2015 $605000 3.000 2016 625000 3.000 2017 645000 4.000 2018 670000 3.000 2019 690000 3.000 2020 715000 4.000 2021 745000 4.000 2022 775000 5.000 2023 815000 5000 2024 860000 5.000 2025 900000 5.000 2026 950000 5.000 2027 995000 5.000 2028 1050000 5.000 2029 1100000 5.000 2030 1160000 5.000 2031 1220000 5.000 2032 1270000 3.625 2033 1320000 3.750 TheBonds maturing on June in each ofthe years 2024 20312032 and2033 are subject to redemption in whole or in part at the option of the Borough on any date on or after June 2023 at price of 100%of the principal amount thereof to be redeemed plus accrued interest tothedate of redemption TheBonds maturing on June in each ofthe years 2025202620272028 2029 and2030 are subject to redemption in whole or in part at the option of the Borough on any date on or after June 2018 at price of 100%of the principal amount thereofto be redeemed plus accrued interest to thedateof redemption For so long as this Bond is owned by the Alaska Municipal Bond Bank payment of principal and interestshall be made as provided in the Loan Agreement dated June 2013 entered into by andbetween the Borough and the Alaska Municipal Bond Bank Loan Agreement in the event that this Bond is no longer owned by the Alaska Municipal Bond Bankpayment of principal of and interest on this Bond will be made by check or draft mailed by first class mali to the registered owner at the address appearing on the Bond Register of the l3orough provided thatthe final instaliment of principal and interest on this Bond will be payabie at the office of the Finance Director the Registrar upon surrender of this Bond lnterest shall be computed on the basis of 360-dayyear composed oftwelve 30-day months Both principal of and interest on this Bond are payable in lawful money of the UnitedStatesof America solely out of the special fund of the Borough known as the Long-Term CareCenter Revenue Bond Account created by Section 15 of Resolution No FY2013-13 the Bond Resolution This Bond is one of an issue of Bonds the Bonds of like dateand tenor except as to number rateof interest and dateof maturity aggregating the principal sum of $17110000 and is issued pursuant to the Constitution and statutes oftheState of Alaska arid duty adopted resolutions andordinances of the Borough including the Bond Resolution The definitions contained in the Bond Resolution shall apply to capitalized terms contained herein TheBonds are being issued for the purpose of financing acquiringdesígning constructing and equipping long-term carecenter in Kodiak Alaska This Bond is special limited obligation ofthe Borough giving rise to no charge against the Boroughs general credit and are payabie solely from and constitute claims ofthe owners thereof against only the revenues funds and assets ofthe Borough pledged under the Resolution This Bond shall never constitute debt or indebtedness of the State of Alaska within the meaning of any provision or limitation of the Constitutionor statutes oftheStateof Alaska or the Borough orof any political subdivision thereof and shall never constitutenor give rise to generalpecuniary Ilability of theState or the Borough or charge against their general credit or taxing powers This Bond is special limited obligation of the Borough issued in order to provide funds for to financethe acquisition design construction and equipping of long-term care center leased to Providence Health Services Washington dlb/a Page Providence Health Services in Alaska Washington non-profit Providence the Providence pursuant to the Leasebetween the Borough and Providence No officer agent or employee ofthe Borough and no officer official agent or employee of theStateof Alaska nor any person executing this Bond shall in any event be subject to anypersonal liability oraccountability by reason of the issuance ofthis Bond This Bond is qualified 501c3 bond as such term is defined in the Internal RevenueCode of 1986 as amended the Code It is hereby certified that ah acts conditions and things required by the Constitution and statutesof th State of Alaska and the ordinances and resolutions of the Borough to be done precedent to and in the issuance of this Bond have happened been done and performed IN WITNESS WHEREOF the Kodiak Island Borough Alaska has caused this Bond to beexecuted with the manual or facsimile signature of its Mayor and to be countersigned withthe manual orfacsímile signature of its Clerk and the official seal of the Borough to be impressed or imprinted hereon as of this l9th day of June 2013 KODIAK ISLAND BOROUGH ALASKA ATTEST ova Javie MMC Bough Cherk Page Jun 42013 355pm Prepuredby Western Finançial Group LLC Finance 7.003 Alaska2013..TWO Page ___________ BOND PRJCINO AlasksMunicipal ond Bank Series 2013 Two Bonds Kodiak Island Borou8h 2013 Hospital Loan Maturity Bond Component Date Amount Rate YleIdPrice Serial Bond 06/01/2014 2.000%0.300%101.611 06/01/2015 605000 3.000%0.400%105.045 06/01/2016 625000 3.000%0.650%106.855 00/01/2017 645000 4.000%0.920%111.920 06/01/2018 670000 3.000%1.200%108.625 06/01/2019 690000 3.000%1.540%108.270 06/01/2020 715000 4000%1.830%114.100 06/01/2021 745000 4.000%2.110%113765 06/01/2022 775000 5.000%2.350%121.275 060l/2023 815000 5.000%2.510%121.802 06/01/2024 860000 5.000%2.680%120143 06/01/2031 1220000 5.000%3.290%114.408 06/01/2032 12700003.625%3.850%96.991 06/01/7033 1.320000 3.750%3.900%97.932 10955000 2030 Tena B0n45 06/01/2025 900000 5000%2.830%109.956 06/01/2026 950000 5.000%2830%109.956 06/01/2027 995000 5.000%2.830%109.956 06/01/2028 1050000 5000%2.830%109.956 06/01/2029 1100000 5.000%2.830%109.956 06/01/2030 00 5.000%2.830%109.956 0155000 17110000 DatedDate 06/19/2013 Delivery Date 06/19/2013 hrst Caupen 12/01/2013 nr Amount 17110000.00 Premiwn 1707319.60 Production 18817319.60 09.978490% Undcrwdtcs Discount -56509.59 -0.330272% Purchase dcc 18760010.01 109.640217% Accnicd lnIcrcsI Net Procieds 18760810.01 EXHIBIT Page of Jun2013 355 pm Preparedby Westen Financial GrOUP LLC ________________Fance7M03AIaSka2013jWO_PagelO BOND DEBT SERVICE AlasksMunicipal l3ond Bank Serios 2013 Two Bonds Kodiak Island Borougli 2013 Hospital Loan Period Annual Ending Principal Coupnn lnlerest DebtService DebI Service 12101/2013 336900.38 33690938 336909.38 06/01/2014 37434375 374343.75 12/01/2014 374343.75 374343.75 74868750 06/01/2015 605000 3.000%374343.75 979343.75 12/01/2015 365268.75 365268.75 1344612.50 06/01/2016 625000 3000%36526875 990260.75 12/01/2016 355893.75 355893.75 I346162.50 0601/2017 645.000 4.000%355893.751000893.75 12/01/2017 342993.75 342993.75 134388750 06/01/2018 670000 3.000%342.993.75 1012993.75 12/01/2018 332943.75 332943.751345937.50 06/01/2019 690000 3.000%33294375 1022943.75 12/01/2019 322593.75 322593.751345537.50 06/01/2020 715000 4.000%322593.751037593.75 12/01/2020 308293.75 308293.75 1345.887.50 06/01/2021 745000 4.000%308293.751053293.75 12/01/2021 293393.75 293393.751346687.50 06/01/2022 775000 5.000%293393.751068393.75 12/01/2022 274018.75 2740 19.75 1342412.50 06/01/2023 815000 5.000%274018.751089018.75 1201/2023 253643.75 25364375 1342662.50 060I/2024 860000 5.000%253643.751113643.75 12/01/2024 232143.75 232143.75 134578750 06/01/2025 900000 5.000%232.143.75 1132143.75 12/012025 209643.75 209643.751341787.50 06/01/2026 950000 5.000%209643.751159643.75 12/01/2026 185893.75 185893.75 134553750 06/01/2027 995000 5.00050 185893.75 1180893.75 12/01/2027 16101875 161018.75 1341.912.50 06/01/2028 1050000 5.000%161018.75 1211011.75 12/01/2028 134768.75 13476875 1345787.50 00/01/2029 1100000 5.000%134768.75 1234768.75 12/01/2029 107268.75 107268.75 134203750 06/01/2030 1160.000 5.000%107268.75 1267268.75 12/01/2030 78268.75 78268.751345537.50 06/01/2031 1220000 5.000%78268.751298268.75 12/01/2031 47768.75 47768.751346037.50 06/01/2032 1270000 3.625%4776875 1317768.75 12/01/2032 24750.00 24750.001342518.75 06/01/2033 1320000 3.750%24750.001344750.00 12/01/2033 1344750.00 17110000 9521078.13 26631078.1326631078.13 EXHIBIT Page2of5