FY2019-13 Authorizing the borough to issue general obligation school bonds in the principal amount not to exceed $600,000.1 Introduced by: Borough Manager
Requested by: Finance Director
2 Drafted by: Bond Counsel
3 Introduced on: 11/07/2018
4 Adopted on: 11/07/2018
5
6 KODIAK ISLAND BOROUGH, ALASKA
7 RESOLUTION NO. FY2019-13
8
9 A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING THE
10 BOROUGH TO ISSUE GENERAL OBLIGATION SCHOOL BONDS IN THE PRINCIPAL AMOUNT
11 NOT TO EXCEED $600,000 TO PROVIDE FUNDS FOR SCHOOL AND RELATED CAPITAL
12 IMPROVEMENTS IN THE BOROUGH AND TO PAY COSTS OF ISSUING THE BONDS, FIXING
13 CERTAIN DETAILS OF SUCH BONDS, AUTHORIZING THEIR SALE, AND PROVIDING FOR
14 RELATED MATTERS
15
16 WHEREAS, pursuant to Ordinance No. FY2010-03 of the Kodiak Island Borough, Alaska (the
17 'Borough"), adopted August 6, 2009, a question whether the Borough should issue not to exceed
18 $76,310,000 in general obligation bonds for the purpose of paying the cost of planning, designing, and
19 constructing school and related capital improvements in the Borough, including without limitation, the
20 reconstruction and renovation of the Kodiak High School, referred to the regular Borough election held
21 on October 6, 2009, as Proposition No. 1 ("Proposition 1"), was passed and approved; and
22
23 WHEREAS, pursuant to Resolution No. FY2011-18, the Borough issued its General Obligation
24 School Bond, 2011 Series A, as a general obligation bond referred to in Proposition 1, which bond
25 produced net proceeds of $8,000,000; and
26
27 WHEREAS, pursuant to Resolution No. FY2013-26, the Borough issued its General Obligation
28 School Bond, Series 2013, as a general obligation bond referred to in Proposition 1, which bond
29 produced net proceeds of $25,000,000; and
30
31 WHEREAS, pursuant to Resolution No. FY2014-24, the Borough issued its General Obligation
32 School Bond, 2014 Series A, as a general obligation bond referred to in Proposition 1, which bond
33 produced net proceeds of $25,000,000; and
34
35 WHEREAS, pursuant to Resolution No. FY2016-05, the Borough issued its General Obligation
36 School Bond, 2015 Series A, as a general obligation bond referred to in Proposition 1, which bond
37 produced net proceeds of $7,000,000; and
38
39 WHEREAS, pursuant to Resolution No. FY2016-23, the Borough issued its General Obligation
40 School Bond, 2016 Series A, as a general obligation bond referred to in Proposition 1, which bond
41 produced net proceeds of $2,000,000; and
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43 WHEREAS, $9,310,000 principal amount of general obligation bonds remains unissued under
44 Proposition 1; and
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46 WHEREAS, the Borough received $7,538,000 grant funding that may ultimately reduce the
47 amount of bond proceeds needed for the project; and
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49 WHEREAS, the Assembly finds that it is in the best interest of the Borough to plan, design, and
50 construct the school capital improvements described in Proposition 1 as the reconstruction and
51 renovation of the Kodiak High School (the 'Project'), and to issue not to exceed $600,000 principal
52 amount of general obligation bonds referred to in Proposition 1, to pay part of the costs of the Project
53 and costs of issuing the bonds; and
54
55 WHEREAS, Section 29.47.410 of the Alaska Statutes provides that the Assembly by resolution
56 may provide for the form and manner of safe of bonds and notes; and
57
Kodiak Island Borough, Alaska Resolution No. FY2019-13
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WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each of the
Borough Manager and Borough Finance Director authority to determine the maturity amounts, interest r
rates, and other details of the bonds, and to determine other matters that are not provided for in this I
resolution, including without limitation, whether to sell the Bonds to the Alaska Municipal Bond Bank Il
(the "Bond Bank") or another Financial Institution or to offer the Bonds at public sale;
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH THAT:
Section 1: Definitions. In addition to terms which are defined in the recitals above, the following
terms shall have the following meanings in this Resolution:
(a) "Assembly" means the Assembly of the Kodiak Island Borough, as the
general legislative authority of the Kodiak Island Borough, as the same shall be duly
and regularly constituted from time to time.
(b) "Bond" or "Bonds" means any of the "General Obligation School Bonds" of
the Kodiak Island Borough, the issuance and sale of which are authorized herein.
(c) 'Bond Bank" means the Alaska Municipal Bond Bank, a public corporation of
the State of Alaska.
(d) 'Bond Bank Bonds" means the series of general obligation bonds issued by
the Bond Bank, all or part of the proceeds of which are used to purchase the Bonds.
(e) "Bond Register" means the registration books maintained by the Registrar,
which include the names and addresses of the Registered Owners of the Bonds or
their nominees.
(f) 'Borough" means the Kodiak Island Borough, a municipal corporation of the
State of Alaska, organized as a second-class borough under Title 29 of the Alaska
Statutes.
(g) "Borough Manager" means the Manager or Administrative Official of the
Borough.
(h) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, together with all regulations applicable thereto.
(i) "Cost" or "Costs" means the cost of planning, designing, acquiring property
for, acquiring, constructing, installing and equipping the Project, including interest on
the Bonds during the period of planning, designing, acquiring property for, acquiring,
constructing, installing, and equipping the Project, the cost whether Incurred by the
Borough or by another of field surveys and advance planning undertaken in
connection with the Project properly allocable to the Project, the cost of acquisition of
any land or interest therein required as the site or sites of the Project or for use in
connection therewith, the cost of any indemnity and surety bonds and premiums on
insurance incurred in connection with the Project prior to or during construction
thereof, all related direct administrative and inspection expenses whether incurred by
the Borough or by another in connection with the Project prior to or during construction
thereof and allocable portions of direct costs of the Borough, legal fees, costs of
issuance of the Bonds by the Borough, including financing charges and fees and
expenses of bond counsel, financial advisors and consultants in connection therewith,
the cost of any bond insurance premium and bond ratings, the cost of audits, the cost
of all machinery, apparatus, and equipment, cost of engineering, architectural
services, designs, plans, specifications and surveys, estimates of cost, the
reimbursement of all moneys advanced from whatever source for the payment of any
Kodiak Island Borough, Alaska
Resolution No. FY2019-13
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115 item or items of cost of the Project, and ail other expenses necessary or incidental to
116 the acquisition and development of the Project, the financing thereof and the putting
117 of the same in use and operation.
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119 (j) "Financial Institution" means any bank or other financial institution insured
120 by the Federal Deposit Insurance Corporation or the Federal Savings and Loan
121 Insurance Corporation.
122
123 (k) "Government Oblications" means obligations that are either (i) direct
124 obligations of the United States of America or (ii) obligations of an agency or
125 instrumentality of the United States of America the timely payment of the principal of
126 and interest on which are unconditionally guaranteed by the United States of
127 America.
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129 (1) "Loan Agreement" means the Loan Agreement between the Borough and
130 the Bond Bank or other Financial Institution concerning the Bonds.
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132 (m) "Registered Owner" means the person named as the registered owner of a
133 Bond in the Bond Register.
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135 (n) "Registrar" means the Borough Finance Director, or any successor that the
136 Borough may appoint by resolution.
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138 (o) "Resolution" means this Resolution No. FY2019-13 of the Borough.
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140 Section 2: Authorization of Bonds and Purpose of Issuance. For the purpose of providing funds
141 for financing the Costs of the Project, the Borough shall issue and sell general
142 obligation bonds designated "Kodiak Island Borough, Alaska, General Obligation
143 School Bonds" (the 'Bonds") in the aggregate principal amount of not to exceed
144 $600,000. The proceeds of the Bonds shall be used to pay Costs of the Project.
145 The Project serves a public purpose of the Borough.
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147 The Manager and/or the Finance Director are hereby authorized to determine
148 whether the Bonds shall be sold to the Bond Bank or a Financial Institution or sold
149 at public sale, and whether to issue the Bonds in one or more issues, but in no event
150 shall the aggregate principal amount of the Bonds exceed $600,000.
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152 Section 3: Obligation of Bonds. The Bonds shall be direct and general obligations of the
153 Borough, and the full faith and credit of the Borough are hereby pledged to the
154 payment of the principal of and interest on the Bonds. The Borough hereby
155 irrevocably pledges and covenants that it will levy and collect taxes upon all taxable
156 property within the Borough without limitation as to rate or amount, in amounts
157 sufficient together with other funds legally available therefor, to pay the principal of
158 and interest on the Bonds as the same become due and payable.
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160 Section 4: Designation, Maturities, Interest Rates, and Other Details of Bonds. The Bonds shall
161 be designated "Kodiak Island Borough, Alaska, General Obligation School Bonds"
162 The Bonds shall be in the denomination of $5,000 or any integral multiple thereof,
163 shall be numbered separately in the manner and with such additional designation as
164 the Registrar deems necessaryfor purposes of identification, and may have endorsed
165 thereon such legends or text as may be necessary or appropriate to conform to the
166 rules and regulations of any governmental authority or any usage or requirement of
167 law with respect thereto.
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169 The Bonds shall mature in one or more years commencing no earlier than 2018 and
170 ending no later than 2028. The Bonds shall bear interest from their date, payable
171 commencing on a date on or after December 1, 2018, and semi-annually thereafter.
Kodiak Island Borough, Alaska Resolution No. FY2019-13
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172 Interest will be computed on the basis of a 360-day year consisting of twelve 30-day
173 months.
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175 Subject to Section 2 and the remainder of this Section, the dated date, the principal
176 and interest payment dates, the record dates for interest payments, the aggregate
177 principal amount, the principal amount of each maturity, and the interest rates on the
178 Bonds shall be determined at the time of execution of the Loan Agreement at or before
179 public sale of the Bonds under Section 17.
180
181 Section 5: Optional Redemption. The Bonds, if any, subject to optional redemption by the
182 Borough, the time or times when such Bonds are subject to optional redemption, the
183 terms upon which such Bonds may be redeemed, and the redemption price or
184 redemption prices for such Bonds, shall be determined at the time of sale of the Bonds
185 by the Borough Manager or Finance Director.
186
187 Section 6: Selection of Bonds for Redemption: Notice of Redemption.
188
189 (a) Selection of Bonds for Redemption. When and if the Bond Bank or a
190 Financial Institution is the Registered Owner of the Bonds, the selection of Bonds to
191 be redeemed shall be made as provided in the Loan Agreement. When and if the
192 Bond Bank or a Financial Institution is not the Registered Owner of the Bonds, the
193 selection of Bonds to be redeemed shall be made as provided in this subsection (a).
194 If the Borough redeems at any one time fewer than all of the Bonds having the same
195 maturity date, the particular Bonds or portions of Bonds of such maturity to be
196 redeemed shall be selected by lot (or in such other manner determined by the
197 Registrar) in increments of $5,000. In the case of a Bond of a denomination greater
198 than $5,000, the Borough shall treat such Bond as representing such number of
199 separate Bonds each of the denomination of $5,000 as is obtained by dividing the
200 actual principal amount of such Bond by $5,000. In the event that only a portion of
201 the principal amount of a Bond is redeemed, upon surrender of such Bond at the office
202 of the Registrar there shall be issued to the Registered Owner, without charge
203 therefor, for the then unredeemed balance of the principal amount thereof, at the
204 option of the Registered Owner, a Bond or Bonds of like maturity and interest rate in
205 any of the denominations authorized herein.
206
207 (b) Notice of Redemption. When and if the Bond Bank or a Financial Institution
208 is the Registered Owner of the Bonds, notice of any intended redemption of Bonds
209 shall be given as provided in the Loan Agreement. When and if the Bond Bank or a
210 Financial Institution is not the Registered Owner of the Bonds, notice of any intended
211 redemption of Bonds shall be given as provided in this subsection (b). Notice of
212 redemption shall be mailed not less than 20 or more than 45 days prior to the date
213 fixed for redemption by first class mail to Registered Owners of the Bonds to be
214 redeemed at their addresses as they appear on the Bond Register on the day the
215 notice is prepared. Notice of redemption shall be deemed to have been given when
216 the notice is mailed as herein provided, whether or not it is actually received by the
217 Registered Owners. All notices of redemption shall be dated and shall state: (1) the
218 redemption date; (2) the redemption price; (3) if fewer than all outstanding Bonds are
219 to be redeemed, the identification (and, in the case of partial redemption, the
220 respective principal amounts) of the Bonds to be redeemed; (4) that on the redemption
221 date the redemption price will become due and payable upon each such Bond or
222 portion thereof called for redemption, and that interest thereon shall cease to accrue
223 from and after said date; and (5) the place where such Bonds are to be surrendered
224 for payment of the redemption price, which place of payment shall be the office of the
225 Registrar.
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227 Official notice of redemption having been given as stated above, Bonds or portions of
228 Bonds to be redeemed shall, on the redemption date, become due and payable at the
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redemption price therein specified, and from and after such date, such Bonds or
portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
redemption in accordance with said notice, such Bonds shall be paid at the
redemption price. Installments of interest due on or prior to the redemption date shall
be payable as herein provided for payment of interest. All Bonds which have been
redeemed shall be canceled and destroyed by the Registrar and shall not be reissued.
Each check or other transfer of funds issued to pay the redemption price of Bonds
shall bear the CUSIP number, if any, identifying, by maturity the Bonds being
redeemed with the proceeds of such check or other transfer.
Section 7: Form of Bond. Each Bond shall be in substantially the following form, with such
variations, omissions, and insertions as may be required or permitted by this
Resolution:
UNITED STATES OF AMERICA
KODIAK ISLAND BOROUGH, ALASKA
GENERAL OBLIGATION SCHOOL BOND
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The Kodiak Island Borough (the "Borough"), a municipal corporation of the
State of Alaska, hereby acknowledges itself to owe and for value received promises
to pay to the Registered Owner identified above, or its registered assigns, the principal
amount identified above in the following installments on each of the following years,
and to pay interest on such installments from the date hereof, payable on _ 1,
201_, and semiannually thereafter on _ 1, and _ 1, of each year, at the rates
per annum as follows:
Maturity Principal Interest
Date Amount Rate
When and if this Bond is owned by the Alaska Municipal Bond Bank or a
Financial Institution, payment of principal and interest shall be made as provided in
the Loan Agreement between the Bond Bank or Financial Institution and the Borough
(the "Loan Agreement'). When and if this Bond is not owned by the Bond Bank or a
Financial Institution, installments of principal of and interest on this Bond shall be paid
by check or draft mailed by first class mail to the Registered Owner as of the close of
business on the 15th day of the month before each installment payment date;
provided, that the final installment of principal of and interest on this Bond shall be
payable upon presentation and surrender of this Bond by the Registered Owner at
the office of the Registrar. Interest will be computed on the basis of a 360 -day year
consisting of twelve 30 -day months. Both principal of and interest on this Bond are
payable in lawful money of the United States of America which, on the respective
dates of payment thereof, shall be legal tender for the payment of public and private
debts.
This Bond is one of the General Obligation School Bonds of the Kodiak Island
Borough, Alaska, of like tenor and effect except as to interest rate, serial number, right
of redemption or prepayment and maturity, and constituting Bonds authorized for the
Kodiak Island Borough, Alaska
Resolution No. FY2019-13
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purpose of paying the cost of school and related capital improvements in the Borough,
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and is issued under Resolution No. FY2019-13 of the Borough entitled:
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A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY
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AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION
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SCHOOL BONDS IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED
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$600,000 TO PROVIDE FUNDS FOR SCHOOL AND RELATED CAPITAL
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IMPROVEMENTS IN THE BOROUGH AND TO PAY COSTS OF ISSUING
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THE BONDS, FIXING CERTAIN DETAILS OF SUCH BONDS,
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AUTHORIZING THEIR SALE, AND PROVIDING FOR RELATED
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MATTERS
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(the "Resolution").
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The Bonds [Installments of principal of this Bond] maturing on and after_
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1,20 , shall be subject to prepayment on and after _ 1, 20_, at the option of
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the Borough [(subject to any applicable provisions of the Loan Agreement)], in such
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principal amounts and from such maturities as the Borough may determine, and by
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lot within a maturity, at a redemption price equal to the principal amount to be prepaid,
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plus accrued interest to the date of prepayment.
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This Bond is transferable as provided in the Resolution, (i) only upon the Bond
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Register of the Borough, and (ii) upon surrender of this Bond together with a written
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instrument of transfer duly executed by the Registered Owner or the duly authorized
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attorney of the Registered Owner, and thereupon a new fully registered Bond or
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Bonds in the same aggregate principal amount and maturity shall be issued to the
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transferee in exchange therefor as provided in the Resolution and upon the payment
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of charges, If any, as therein prescribed. The Borough may treat and consider the
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person in whose name this Bond is registered as the absolute owner hereof for the
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purpose of receiving payment of, or on account of, the principal or redemption price,
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if any, hereof and interest due hereon and for all other purposes whatsoever.
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This Bond is a general obligation of the Kodiak Island Borough, and the full
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faith and credit of the Borough are pledged for the payment of the principal of and
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interest on this Bond as the same shall become due.
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IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things
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required by the constitution or statutes of the State of Alaska to exist, to have
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happened or to have been performed precedent to or in the issuance of this Bond
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exist, have happened and have been performed, and that the series of Bonds of which
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this is one, together with all other indebtedness of the Borough, is within every debt
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and other limit prescribed by such constitution or statutes.
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IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA, has
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caused this Bond to be signed in its name and on its behalf by the manual or facsimile
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signature of its Mayor and its corporate seal (or a facsimile thereof) to be impressed
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or otherwise reproduced hereon and attested by the manual or facsimile signature of
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its Clerk, all as of the _ day of , 2018.
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KODIAK ISLAND BOROUGH
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/specimen/
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Borough Mayor
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ATTEST:
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/specimen/
Kodiak Island Borough, Alaska Resolution No.FY2019-13
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Borough Clerk
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Section 8:
Execution. The Bonds shall be executed in the name of the Borough by the manual
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or facsimile signature of the Mayor, and its corporate seal (or a facsimile thereof) shall
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be impressed or otherwise reproduced thereon and attested by the manual or
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facsimile signature of the Borough Clerk. The execution of a Bond on behalf of the
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Borough by persons who at the time of the execution are duly authorized to hold the
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proper offices shall be valid and sufficient for all purposes, although any such person
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shall have ceased to hold office at the time of delivery of the Bond or shall not have
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held office on the date of the Bond.
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Section 9:
Payment of Principal and Interest. The Bonds shall be payable in lawful money of the
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United States of America which at the time of payment is legal tender for the payment
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of public and private debts. When and if the Bond Bank or a Financial Institution is
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the Registered Owner of the Bonds, payment of principal of and interest on the Bonds
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shall be made as provided in the Loan Agreement. When and if the Bond Bank or a
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Financial Institution is not the Registered Owner of the Bonds, installments of principal
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of and interest on the Bonds shall be paid by check mailed by first class mail to the
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Registered Owner as of the record date for the installment payment at the address
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appearing on the Bond Register; provided, that the final installment of principal and
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interest on a Bond shall be payable upon presentation and surrender of the Bond by
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the Registered Owner at the office of the Registrar.
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Section 10:
Registration. The Bonds shall be issued only in registered form as to both principal
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and interest. The Borough designates the Borough Finance Director as Registrar for
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the Bonds. The Registrar shall keep, or cause to be kept, the Bond Register at the
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principal office of the Borough. The Borough covenants that, until all Bonds have
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been surrendered and canceled, it will maintain a system for recording the ownership
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of each Bond that complies with the provisions of Section 149 of the Code. The
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Borough and the Registrar may treat the person in whose name any Bond shall be
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registered as the absolute owner of such Bond for all purposes, whether or not the
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Bond shall be overdue, and all payments of principal of and interest on a Bond made
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to the Registered Owner thereof or upon its order shall be valid and effectual to satisfy
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and discharge the liability upon such Bond to the extent of the sum or sums so paid,
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and neither the Borough nor the Registrar shall be affected by any notice to the
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contrary.
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Section 11:
Transfer and Exchange. Bonds shall be transferred only upon the Bond Register.
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Upon surrender for transfer or exchange of any Bond at the office of the Registrar,
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together with a written instrument of transfer or authorization for exchange in form and
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with guaranty of signature satisfactory to the Registrar, duly executed by the
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Registered Owner or the duly authorized attorney of the Registered Owner, the
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Borough shall execute and deliver an equal aggregate principal amount of Bonds of
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the same maturity of any authorized denominations, subject to such reasonable
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regulations as the Borough may prescribe and upon payment sufficient to reimburse
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it for any tax, fee or other governmental charge required to be paid in connection with
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such transfer or exchange. All Bonds surrendered for transfer or exchange shall be
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canceled by the Registrar.
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Section 12:
Bonds Mutilated. Destroyed. Stolen. or Lost. Upon surrender to the Registrar of a
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mutilated Bond, the Borough shall execute and deliver a new Bond of like maturity
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and principal amount. Upon filing with the Registrar of evidence satisfactory to the
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Borough that a Bond has been destroyed, stolen, or lost and of the ownership thereof,
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and upon furnishing the Borough with indemnity satisfactory to it, the Borough shall
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execute and deliver a new Bond of like maturity and principal amount. The person
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requesting the execution and delivery of a new Bond under this section shall comply
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with such other reasonable regulations as the Borough may prescribe and shall pay
such expenses as the Borough may incur in connection therewith.
Section 13: Disposition of the Sale Proceeds of the Bonds. The sale proceeds of the Bonds
representing accrued interest on the Bonds shall be applied to pay a portion of the
interest due on the Bonds on the first interest payment date for the Bonds. The sale
proceeds of the Bonds representing original issue premium on the Bonds shall be
applied to pay a portion of the interest due on the Bonds on the first interest payment
date for the Bonds, or Costs of the Project, and shall be deposited in such manner as
the Borough Manager or the Borough Finance Director may determine. The
remaining sale proceeds of the Bonds shall be applied to pay Costs of the Project and
shall be deposited in the appropriate funds or accounts of the Borough for such
purposes.
Section 14: Tax Covenants. The Borough may covenant to comply with any and all applicable
requirements set forth in the Code in effect from time to time to the extent that such
compliance shall be necessary for the exclusion of the interest on the Bonds from
gross income for federal income tax purposes. The Borough may covenant that it will
make no use of the proceeds of the Bonds which will cause the Bonds to be "arbitrage
bonds" subject to federal income taxation by reason of Section 148 of the Code. The
Borough may covenant that it will not take or permit any action that would cause the
Bonds to be "private activity bonds" as defined in Section 141 of the Code.
Section 15: Amendatory and Suoplemental Resolutions.
(a) The Assembly from time to time and at any time may adopt a resolution or
resolutions supplemental hereto, which resolution or resolutions thereafter shall
become a part of this Resolution, for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Borough in this
Resolution, other covenants and agreements thereafter to be observed or to
surrender any right or power herein reserved to or conferred upon the
Borough.
(2) To make such provisions for the purpose of curing any ambiguities
or of curing, correcting or supplementing any defective provision contained in
this Resolution or in regard to matters or questions arising under this
Resolution as the Assembly may deem necessary or desirable and not
inconsistent with this Resolution and which shall not adversely affect the
interests of the Registered Owners of the Bonds.
Any such supplemental resolution may be adopted without the consent of the
Registered Owners of any of the Bonds at any time outstanding, notwithstanding any
of the provisions of subsection (b) of this section.
(b) With the consent of the Registered Owners of not less than 60 percent in
aggregate principal amount of the Bonds at the time outstanding, the Assembly may
adopt a resolution or resolutions supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this
Resolution or of any supplemental resolution; provided, however, that no such
supplemental resolution shall:
(1) Extend the fixed maturity of any of the Bonds, or reduce the rate of
interest thereon, or extend the time of payments of interest from their due
date, or reduce the amount of the principal thereof, or reduce any premium
payable on the redemption thereof, without the consent of the Registered
Owner of each Bond so affected; or
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(2) Reduce the aforesaid percentage of Registered Owners of Bonds
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required to approve any such supplemental resolution without the consent of
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the Registered Owners of all of the Bonds then outstanding.
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It shall not be necessary for the consent of the Registered Owners of the Bonds under
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this subsection to approve the particular form of any proposed supplemental
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resolution, but it shall be sufficient if such consent approves the substance thereof.
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(c) Upon the adoption of any supplemental resolution under this section, this
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Resolution shall be deemed to be modified and amended in accordance therewith,
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and the respective rights, duties, and obligations under this Resolution of the Borough
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and all Registered Owners of outstanding Bonds shall thereafter be subject in all
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respects to such modification and amendment, and all the terms and conditions of the
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supplemental resolution shall be deemed to be part of the terms and conditions of this
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Resolution for any and all purposes.
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(d) Bonds executed and delivered after the adoption of any supplemental
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resolution under this section may bear a notation as to any matter provided for in such
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supplemental resolution, and if such supplemental resolution shall so provide, new
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Bonds modified so as to conform, in the opinion of the Borough, to any modification
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of this Resolution contained in any such supplemental resolution may be prepared by
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the Borough and delivered without cost to the Registered Owners of the Bonds then
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outstanding, upon surrender for cancellation of such Bonds in equal aggregate
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principal amounts.
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Section 16: Defeasance. In the event money and/or non-callable Government Obligations
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maturing at such times and bearing interest to be earned thereon in amounts sufficient
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to redeem and retire any or all of the Bonds in accordance with their terms are set
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aside in a special trust account to effect such redemption or retirement and such
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moneys and the principal of and interest on such Government Obligations are
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irrevocably set aside and pledged for such purpose, then no further payments need
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be made to pay or secure the payment of the principal of and interest on such Bonds
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and such Bonds shall be deemed not to be outstanding.
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Section 17: Sale of Bonds. The Bonds shall be sold at negotiated sale to the Bond Bank or a
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Financial Institution as provided in the form of Loan Agreement or at public sale as
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the Borough Manager and Finance Director determine is in the best interest of the
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Borough. Subject to the limitations provided in Sections 2 and 4, each of the Borough
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Manager and the Borough Finance Director is hereby authorized to determine the
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aggregate principal amount, maturity amounts, interest rates, yields, dated date,
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principal and interest payment dates, redemption terms, if any, for the Bonds, and
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other details of the Bonds; provided that the true interest cost of the Bonds, expressed
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as an annual rate, does not exceed 6.0 percent. In determining the maturity amounts,
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interest rates, yields, and redemption terms, if any, for the Bonds, the Borough
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Manager or Borough Finance Director shall take into account those factors which, in
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the judgment of each, will result in the lowest true interest cost on the Bonds to their
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maturity, including without limitation current financial market conditions and current
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interest rates for obligations comparable in tenor and quality to the Bonds. Based
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upon the foregoing determinations, the Borough Manager and the Borough Finance
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Director each Is authorized to execute the Loan Agreement, in substantially the form
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presented at this meeting, or to sell the Bonds at public sale as they deem appropriate
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and cost effective to, and in the best interest of, the Borough.
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Section 18: Authority of Officers. The Mayor, the Borough Manager, the Borough Finance
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Director, and the Borough Clerk each is authorized and directed to do and perform all
Kodiak Island Borough, Alaska Resolution No. FY2019-13
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things and determine all matters not determined by this Resolution, to the end that
the Borough may carry out its obligations under the Bonds and this Resolution.
Section 19: Prohibited Sale of Bonds. No person, firm, or corporation, or any agent or employee
thereof, acting as financial consultant to the Borough under an agreementfor payment
in connection with the sale of the Bonds is eligible to purchase the Bonds as a member
of the original underwriting syndicate either at public or private sale.
Section 20: Ongoing Disclosure. The Borough acknowledges that under Rule 15c2-12 of the
Securities and Exchange Commission (the "Rule") the Borough may now or in the
future be an "obligated person." In accordance with the Rule, and as the Bond Bank
or a Financial Institution may require, the Borough shall undertake to provide certain
annual financial information and operating data as shall be set forth in the Loan
Agreement.
Section 21: Miscellaneous.
(a) All payments made by the Borough of, or on account of, the principal of or
interest on the Bonds shall be made on the several Bonds ratably and in proportion
to the amount due thereon, respectively, for principal or interest as the case may be.
(b) No recourse shall be had for the payment of the principal of or the interest on
the Bonds or for any claim based thereon or on this Resolution against any member
of the Assembly or officer of the Borough or any person executing the Bonds. The
Bonds are not and shall not be in any way a debt or liability of the State of Alaska or
of any political subdivision thereof, except the Borough, and do not and shall not
create or constitute an indebtedness or obligation, either legal, moral, or otherwise,
of such state or of any political subdivision thereof, except the Borough.
Section 22: Severability. If any one or more of the provisions of this Resolution shall be declared
by any court of competent jurisdiction to be contrary to law, then such provision shall
be null and void and shall be deemed separable from the remaining provisions of this
Resolution and shall in no way affect the validity of the other provisions of this
Resolution or of the Bonds.
Section 23: Effective Date. This Resolution shall become effective upon passage and approval.
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS SEVENTH DAY OFNOVEMBER, 2018
Votes:
Ayes: Kavanaugh, Schroeder
One Vacant Seat
Kodiak Island Borough, Alaska
KODIAK ISLAND BOROUGH
Daniel Rohrer, Borough Mayor
Skinner, Smiley, Symmons, Turner
Resolution No. FY2019-13
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