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
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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
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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
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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
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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
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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
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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
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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
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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