FY2020-31 Authorizing The Borough To Issue A General Obligation School RefundingCERTIFICATE OF CLERK
I, TARA WELINSKY, Clerk of the Kodiak Island Borough (the `Borough"), HEREBY
CERTIFY that the document attached hereto is an accurate and complete copy of Resolution
No. FY2020-31 of the Borough adopted by the Borough Assembly at a meeting duly called
and held on May 7, 2020, and that Resolution No. FY2020-31 has not been modified,
amended, repealed, or rescinded, but is in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have executed this rtificate this eighth day of May, 2020.
TARA WELINSKY
Borough Clerk
Kodiak Island Borough
FG:53728663.1
I Introduced by: Borough Manager
2 Requested by: Finance Director
3 Drafted by: Bond Counsel
4 Introduced on: 05/07/2020
5 Adopted on: 05/07/2020
8
9 KODIAK ISLAND BOROUGH
10 RESOLUTION NO. FY2020-31
11
12 A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING
13 THE BOROUGH TO ISSUE A GENERAL OBLIGATION SCHOOL REFUNDING BOND
14 TO REFUND CERTAIN PRINCIPAL INSTALLMENTS OF OUTSTANDING GENERAL
15 OBLIGATION SCHOOL BONDS OF THE BOROUGH AND TO PAY COSTS OF
16 ISSUING THE BOND, FIXING CERTAIN DETAILS OF SUCH BOND, AUTHORIZING
17 ITS SALE, AND PROVIDING FOR RELATED MATTERS
18
19 WHEREAS, pursuant to Ordinance No. FY2010-03 of the Kodiak Island Borough,
20 Alaska (the "Borough"), adopted on August 6, 2009, approved by a majority of the qualified
21 voters voting on the proposition at the regular Borough election held on October 6, 2009,
22 and Resolution No. FY2011-18, adopted on February 3, 2011 (the "2011A Bond
23 Resolution"), the Borough issued its General Obligation School Bond, 2011 Series A (the
24 "2011A Bond") in the original principal amount of $8,000,000, of which $5,185,000 is now
25 outstanding; and
26
27 WHEREAS, pursuant to Resolution No. FY2012-26, adopted on April 19, 2012 (the
28 "2012 Bond Resolution"), the Borough issued its General Obligation Refunding School
29 Bond, 2012 Series A (the "2012A Bond") in the original principal amount of $5,230,000, of
30 which $2,870,000 is now outstanding, and its General Obligation Refunding School Bond,
31 2012 Series B (the "20126 Bond") in the original principal amount of $6,385,000, of which
32 $3,500,000 is now outstanding; and
33
34 WHEREAS, pursuant to Ordinance No. FY2010-03 and Resolution No. FY2013-26,
35 adopted on February 21, 2013 (the "2013 Bond Resolution"), the Borough issued its
36 General Obligation School Bond, Series 2013 (the "2013 Bond") in the original principal
37 amount of $21,595,000, of which $16,110,000 is now outstanding; and
38
39 WHEREAS, pursuant to Ordinance No. FY2010-03 and Resolution No. FY2014-24,
40 adopted on January 16, 2014 (the "2014 Bond Resolution"), the Borough issued its
41 General Obligation School Bond, 2014 Series A (the "2014A Bond," and together with the
42 2011A Bond, the 2012A Bond, the 2012B Bond, and the 2013 Bond, the 'Refunded
43 Bonds") in the original principal amount of $22,660,000, of which $17,705,000 is now
44 outstanding; and
45
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 1 of 13
46 WHEREAS, under AS 29.47.300, if the Borough has outstanding general obligation
47 bonds and the Assembly determines it would be financially advantageous to refund those
48 bonds, the Borough may provide by resolution for the issuance of general obligation
49 refunding bonds, and under AS 29.47.320, no election is required to authorize the
50 issuance and sale of refunding bonds; and
51
52 WHEREAS, under AS 29.47.340, refunding bonds may be exchanged for the bonds
53 being refunded; and
54
55 WHEREAS, the Borough sold the 2011A Bond to the Alaska Municipal Bond Bank (the
56 `Bond Bank"), as authorized by the 2011A Bond Resolution, on the terms and conditions
57 set forth in the 2011A Bond Resolution and in the loan agreement between the Borough
58 and the Bond Bank dated as of March 1, 2011 (the "2011A Loan Agreement'); and
59
60 WHEREAS, the Bond Bank issued its General Obligation Bonds, 2011 Series One (the
61 "2011A Bond Bank Bonds'), among other purposes, to provide funds to purchase the
62 2011A Bond, as provided in the 2011A Loan Agreement; and
63
64 WHEREAS, the Borough sold the 2012A Bond to the Bond Bank, as authorized by the
65 2012 Bond Resolution, on the terms and conditions set forth in the 2012 Bond Resolution
66 and in the loan agreement between the Borough and the Bond Bank dated as of July 1,
67 2004, as amended by the Amendatory Loan Agreement dated as of May 1, 2012 (the
68 "2012A Loan Agreement'); and
69
70 WHEREAS, the Borough sold the 2012B Bond to the Bond Bank, as authorized by the
71 2012 Bond Resolution, on the terms and conditions set forth in the 2012 Bond Resolution
72 and in the loan agreement between the Borough and the Bond Bank dated as of
73 December 1, 2004, as amended by the Amendatory Loan Agreement dated as of May 1,
74 2012 (the "2012B Loan Agreement'); and
75
76 WHEREAS, the Bond Bank issued its General Obligation and Refunding Bonds, 2012
77 Series Two (the "2012 Bond Bank Bonds"), among other purposes, to provide funds to
78 purchase the 2012A Bond, as provided in the 2012A Loan Agreement, and the 2012B
79 Bond, as provided in the 2012B Loan Agreement; and
80
81 WHEREAS, the Borough sold the 2013 Bond to the Bond Bank, as authorized by the
82 2013 Bond Resolution, on the terms and conditions set forth in the 2013 Bond Resolution
83 and in the loan agreement between the Borough and the Bond Bank dated as of March 1,
84 2013 (the "2013 Loan Agreement'); and
85
86 WHEREAS, the Bond Bank issued its General Obligation and Refunding Bonds, 2013
87 Series One (the "2013 Bond Bank Bonds'), among other purposes, to provide funds to
88 purchase the 2013 Bond, as provided in the 2013 Loan Agreement; and
89
90 WHEREAS, the Borough sold the 2014A Bond to the Bond Bank, as authorized by the
91 2014 Bond Resolution, on the terms and conditions set forth in the 2014 Bond Resolution
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 2 of 13
92 and in the loan agreement between the Borough and the Bond Bank dated as of
93 February 1, 2014 (the "2014A Loan Agreement," and together with the 2011A Loan
94 Agreement, the 2012A Loan Agreement, the 2012B Loan Agreement, and the 2013 Loan
95 Agreement, the "Loan Agreements"); and
96
97 WHEREAS, the Bond Bank issued its General Obligation Bonds, 2014 Series One (the
98 "2014 Bond Bank Bonds," and togetherwith the 2011A Bond Bank Bonds, the 2012 Bond
99 Bank Bonds, and the 2013 Bond Bank Bonds, the `Bond Bank Bonds"), among other
100 purposes, to provide funds to purchase the 2014A Bond, as provided in the 2014A Loan
101 Agreement; and
102
103 WHEREAS, the Bond Bank has expressed its intent to issue refunding bonds (the "Bond
104 Bank Refunding Bonds") for the purpose of refunding a portion of the Bond Bank Bonds
105 and achieving a debt service savings; and
106
107 WHEREAS, Section 6 of each of the Loan Agreements provides that payments of
108 principal of and interest on the Refunded Bonds may be adjusted to reduce debt service
109 on the Refunded Bonds if the Bond Bank is able to achieve debt service savings by
110 refunding the Bond Bank Bonds; and
111
112 WHEREAS, the Bond Bank has offered to enter into Amendatory Loan Agreements (the
113 "Amendatory Loan Agreements") to effect a reduction in debt service on all or a portion of
114 the outstanding principal installments of the Refunded Bonds (the 'Refundable Principal
115 Installments'); and
116
117 WHEREAS, the Assembly wishes to effect a reduction in debt service on all or a portion
118 of the Refundable Principal Installments by entering into the Amendatory Loan
119 Agreements, issuing a general obligation refunding school bond (and replacement
120 Refunded Bonds) in exchange for the Refunded Bonds and participating in the refunding
121 of a portion of the Bond Bank Bonds; and
122
123 WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each
124 of the Borough Manager and Borough Finance Director authority to determine the maturity
125 amounts, interest rates, and other details of the bonds, and to determine other matters
126 that are not provided for in this Resolution;
127
128 NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
129 BOROUGH THAT:
130
131 Section 1: Definitions. In addition to terms which are defined in the recitals above, the
132 following terms shall have the following meanings in this Resolution:
133
134 (a) "Assembly" means the Assembly of the Kodiak Island Borough, as
135 the general legislative authority of the Kodiak Island Borough, as the same
136 shall be duly and regularly constituted from time to time.
137
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 3 of 13
138
(b) "Bond" means the "General Obligation School Refunding Bond" of
139
the Kodiak Island Borough, the issuance and sale of which are authorized
140
herein.
141
142
(c) "Bond Bank Refunding Bonds" means the series of general
143
obligation bonds issued by the Bond Bank, a portion of the proceeds of
144
which are used to purchase the Bond.
145
146
(d) "Bond Register' means the registration books maintained by the
147
Registrar, which include the names and addresses of the Registered
148
Owner of the Bond or its nominee.
149
150
(e) "Borough" means the Kodiak Island Borough, a municipal
151
corporation of the State of Alaska, organized as a second class borough
152
under Title 29 of the Alaska Statutes.
153
154
(f) "Borough Manager" means the Manager or Administrative Official
155
of the Borough.
156
157
(g) "Code" means the Internal Revenue Code of 1986, as amended
158
from time to time, together with all regulations applicable thereto.
159
160
(h) "Government Obligations" means obligations that are either
161
(i) direct obligations of the United States of America or (ii) obligations of an
162
agency or instrumentality of the United States of America the timely
163
payment of the principal of and interest on which are unconditionally
164
guaranteed by the United States of America.
165
166
(i) "Registered Owner" means the person named as the registered
167
owner of the Bond in the Bond Register.
168
169
(j) "Registrar" means the Borough Finance Director, or any successor
170
that the Borough may appoint by resolution.
171
172
(k) "Resolution' means this Resolution No. FY2020-31 of the Borough.
173
174 Section 2:
Authorization of Bond and Purpose of Issuance. The Assembly hereby
175
determines it would be financially advantageous to refund all or a portion
176
of the Refundable Principal Installments by issuing the Bond (and one or
177
more replacement Refunded Bonds) on the terms and conditions provided
178
in this Resolution. For the purpose of providing the funds required to refund
179
all or a portion of the Refundable Principal Installments and to pay all costs
180
incidental thereto and to the issuance of the Bond, the Borough hereby
181
authorizes and determines to issue and sell the Bond. The Bond shall be
182
designated "Kodiak Island Borough General Obligation School Refunding
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 4 of 13
183
Bond," with such additional series and year designation as the Borough
184
Manager or the Borough Finance Director may fix and determine.
185
186
The Borough Manager and/or the Borough Finance Director are hereby
187
authorized to fix and determine which of the Refundable Principal
188
Installments are to be refunded by issuing the Bond (and one or more
189
replacement Refunded Bonds) in exchange therefor.
190
191 Section 3:
Obligation of Bond. The Bond shall be a direct and general obligation of
192
the Borough, and the full faith and credit of the Borough are hereby pledged
193
to the payment of the principal of and interest on the Bond. The Borough
194
hereby irrevocably pledges and covenants that it will levy and collect taxes
195
upon all taxable property within the Borough without limitation as to rate or
196
amount, in amounts sufficient together with other funds legally available
197
therefor, to pay the principal of and interest on the Bond as the same
198
become due and payable.
199
200 Section 4:
Designation, Maturities, Interest Rates, and Other Details of Bond. The
201
Bond shall be designated "Kodiak Island Borough, Alaska, General
202
Obligation School Refunding Bond." Each principal installment of the Bond
203
shall be in the denomination of $5,000 or any integral multiple thereof, shall
204
be numbered in the manner and with such additional designation as the
205
Registrar deems necessary for purposes of identification, and may have
206
endorsed thereon such legends or text as may be necessary or appropriate
207
to conform to the rules and regulations of any governmental authority or
208
any usage or requirement of law with respect thereto.
209
210
The Bond shall bear interest payable semi-annually on the dates and shall
211
mature on the date and each principal installment shall be payable annually
212
in the amount and on the dates, all as shall be set forth in the Amendatory
213
Loan Agreements. Interest will be computed on the basis of a 360 -day year
214
consisting of twelve 30 -day months.
215
216
Subject to Section 2 and the remainder of this Section, the dated date, the
217
principal installment and interest payment dates, the record dates for
218
interest payments, the aggregate principal amount, the amount of each
219
principal installment, and the interest rate on each principal installment
220
shall be determined at the time of execution of the Amendatory Loan
221
Agreements under Section 15, provided that (i) no rate of interest on any
222
principal installment shall exceed the rate of interest on the corresponding
223
maturity of the Bond Bank Refunding Bonds; and (ii) the net present value
224
of the savings to the Borough effected by issuing the Bond (and one or
225
more replacement Refunded Bonds) and refunding the Refundable
226
Principal Installments that are refunded shall be at least 3 percent of the
227
aggregate principal amount of the Refundable Principal Installments that
228
are refunded; and (iii) the Bond shall mature on or before six months after
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 5 of 13
229
the date on which the last Refundable Principal Installment that is refunded
230
is payable.
231
232 Section 5:
Optional Prepayment. The principal installments of the Bond shall be
233
subject to prepayment, at the Borough's option, on the dates and at the
234
prices to be set forth in the Amendatory Loan Agreements. If fewer than all
235
of the principal installments of the Bond are to be prepaid, the principal
236
installments to be prepaid shall be determined by the Borough. Notice of
237
any such prepayment shall be sent by the Borough not less than 50 days
238
prior to the date fixed for prepayment by first class mail to the Registered
239
Owner at the Registered Owner's address as it then appears on the Bond
240
Register. Notice of prepayment having been duly given and the
241
prepayment having been duly effected, interest on the principal
242
installments to be prepaid shall cease to accrue on the date fixed for
243
prepayment.
244
245 Section 6:
Form of Bond. Each Bond shall be in substantially the following form,
246
subject to the provisions of the Amendatory Loan Agreements and with
247
such variations, omissions, and insertions as may be required or permitted
248
by this Resolution:
249
250
UNITED STATES OF AMERICA
251
252
KODIAK ISLAND BOROUGH, ALASKA
253
254
NO. $
255
256
GENERAL OBLIGATION SCHOOL REFUNDING BOND
257
258
REGISTERED OWNER: ALASKA MUNICIPAL BOND BANK
259
AUTHORITY
260
261
PRINCIPAL AMOUNT:
262
263
The Kodiak Island Borough (the "Borough"), a municipal
264
corporation of the State of Alaska, hereby acknowledges itself to owe and
265
for value received promises to pay to the Registered Owner identified
266
above, or its registered assigns, the principal amount identified above in
267
the following installments on each of the following years, and to pay interest
268
on such installments from the date hereof, payable on _ 1, 20_, and
269
semiannually thereafter on _ 1, and _ 1, of each year, at the rates
270
per annum as follows:
271
272
Maturity Principal Interest
273
Date Amount Rate
274
Kodiak Island Borough, Alaska Resolution No.FY2020-31
Page 6 of 13
275
276
277
For so long as the Alaska Municipal Bond Bank (the 'Bond Bank")
278
is the Registered Owner, payment of principal and interest shall be made
279
as provided in the Loan Agreements between the Bond Bank and the
280
Borough, as amended (the "Amended Loan Agreements"). When and if this
281
Bond is not owned by the Bond Bank, installments of principal of and
282
interest on this Bond shall be paid by check or draft mailed by first class
283
mail to the Registered Owner as of the close of business on the 15th day
284
of the month before each installment payment date; provided, that the final
285
installment of principal of and interest on this Bond shall be payable upon
286
presentation and surrender of this Bond by the Registered Owner at the
287
office of the Registrar. Interest will be computed on the basis of a 360 -day
288
year consisting of twelve 30 -day months. Both principal of and interest on
289
this Bond are payable in lawful money of the United States of America
290
which, on the respective dates of payment thereof, shall be legal tender for
291
the payment of public and private debts.
292
293
This Bond is the General Obligation School Refunding Bond of the
294
Kodiak Island Borough, Alaska, and is authorized for the purpose of
295
refunding certain principal installments of outstanding general obligation
296
school bonds of the Borough under Resolution No. FY2020-31 of the
297
Borough entitled:
298
299
A RESOLUTION OF THE KODIAK ISLAND BOROUGH
300
ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE A
301
GENERAL OBLIGATION SCHOOL REFUNDING BOND TO
302
REFUND CERTAIN PRINCIPAL INSTALLMENTS OF
303
OUTSTANDING GENERAL OBLIGATION SCHOOL BONDS
304
OF THE BOROUGH AND TO PAY COSTS OF ISSUING THE
305
BOND, FIXING CERTAIN DETAILS OF SUCH BOND,
306
AUTHORIZING ITS SALE, AND PROVIDING FOR RELATED
307
MATTERS
308
309
(the 'Resolution").
310
311
Installments of principal of this Bond maturing on and after
312
1, 20_, shall be subject to prepayment on and after 1, 20—, at the
313
option of the Borough (subject to any applicable provisions of the Amended
314
Loan Agreements), in such principal amounts and from such maturities as
315
the Borough may determine, and by lot within a maturity, at a redemption
316
price equal to the principal amount to be prepaid, plus accrued interest to
317
the date of prepayment.
318
319
This Bond is transferable as provided in the Bond Resolution, (i)
320
only upon the Bond Register of the Borough, and (ii) upon surrender of this
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 7 of 13
321
Bond together with a written instrument of transfer duly executed by the
322
Registered Owner or the duly authorized attorney of the Registered Owner,
323
and thereupon a new fully registered Bond in the same aggregate principal
324
amount and maturity shall be issued to the transferee in exchange therefor
325
as provided in the Bond Resolution and upon the payment of charges, if
326
any, as therein prescribed. The Borough may treat and consider the person
327
in whose name this Bond is registered as the absolute owner hereof for the
328
purpose of receiving payment of, or on account of, the principal or
329
redemption price, if any, hereof and interest due hereon and for all other
330
purposes whatsoever.
331
332
This Bond is a general obligation of the Kodiak Island Borough, and
333
the full faith and credit of the Borough are pledged for the payment of the
334
principal of and interest on this Bond as the same shall become due.
335
336
IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts,
337
or things required by the constitution or statutes of the State of Alaska to
338
exist, to have happened, or to have been performed precedent to or in the
339
issuance of this Bond exist, have happened, and have been performed,
340
and that this Bond, together with all other indebtedness of the Borough, is
341
within every debt and other limit prescribed by such constitution or statutes.
342
343
IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH,
344
ALASKA, has caused this Bond to be signed in its name and on its behalf
345
by the manual or facsimile signature of its Mayor and its corporate seal (or
346
a facsimile thereof) to be impressed or otherwise reproduced hereon and
347
attested by the manual or facsimile signature of its Clerk, all as of the
348
day of
349
350
KODIAK ISLAND BOROUGH
351
352
/specimen/
353
Borough Mayor
354
355
ATTEST:
356
357
/specimen/
358
Borough Clerk
359
360 Section 7:
Execution. The Bond shall be executed in the name of the Borough by the
361
manual or facsimile signature of the Mayor, and its corporate seal (or a
362
facsimile thereof) shall be impressed or otherwise reproduced thereon and
363
attested by the manual or facsimile signature of the Borough Clerk. The
364
execution of the Bond on behalf of the Borough by persons who at the time
365
of the execution are duly authorized to hold the proper offices shall be valid
366
and sufficient for all purposes, although any such person shall have ceased
Kodiak Island Borough, Alaska Resolution No.FY2020-31
Page 8 of 13
367 to hold office at the time of delivery of the Bond or shall not have held office
368 on the date of the Bond.
369
370 Section 8: Payment of Principal Installments and Interest. The Bond shall be payable
371 in lawful money of the United States of America which at the time of
372 payment is legal tender for the payment of public and private debts. For so
373 long as the Bond Bank is the Registered Owner of the Bond, payment of
374 principal installments of and interest on the Bond shall be made as provided
375 in the Loan Agreements, as amended by the Amendatory Loan
376 Agreements (the "Amended Loan Agreements"). When and if the Bond
377 Bank is not the Registered Owner of the Bond, installments of principal of
378 and interest on the Bond shall be paid by check mailed by first class mail
379 to the Registered Owner as of the record date for the installment payment
380 at the address appearing on the Bond Register; provided, that the final
381 installment of principal and interest on the Bond shall be payable upon
382 presentation and surrender of the Bond by the Registered Owner at the
383 office of the Registrar.
384
385 Section 9: Registration. The Bond shall be issued only in registered form as to both
386 principal and interest. The Borough designates the Borough Finance
387 Director as Registrar for the Bond. The Registrar shall keep, or cause to be
388 kept, the Bond Register at the principal office of the Borough. The Borough
389 covenants that, until the Bond has been surrendered and canceled, it will
390 maintain a system for recording the ownership of the Bond that complies
391 with the provisions of Section 149 of the Code. The Borough and the
392 Registrar may treat the person in whose name the Bond shall be registered
393 as the absolute owner of such Bond for all purposes, whether or not the
394 Bond shall be overdue, and all payments of principal of and interest on the
395 Bond made to the Registered Owner thereof or upon its order shall be valid
396 and effectual to satisfy and discharge the liability upon the Bond to the
397 extent of the sum or sums so paid, and neither the Borough nor the
398 Registrar shall be affected by any notice to the contrary.
399
400 Section 10: Transfer and Exchange. The Bond shall be transferred only upon the Bond
401 Register. Upon surrender for transfer or exchange of the Bond at the office
402 of the Registrar, together with a written instrument of transfer or
403 authorization for exchange in form and with guaranty of signature
404 satisfactory to the Registrar, duly executed by the Registered Owner or the
405 duly authorized attorney of the Registered Owner, the Borough shall
406 execute and deliver a replacement Bond in equal principal amount, subject
407 to such reasonable regulations as the Borough may prescribe and upon
408 payment sufficient to reimburse it for any tax, fee or other governmental
409 charge required to be paid in connection with such transfer or exchange. If
410 the Bond is surrendered for transfer or exchange it shall be canceled by
411 the Registrar.
412
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 9 of 13
413 Section 11:
Bond Mutilated. Destroyed, Stolen, or Lost. Upon surrender to the
414
Registrar of a mutilated Bond, the Borough shall execute and deliver a new
415
Bond of like maturity and principal amount. Upon filing with the Registrar of
416
evidence satisfactory to the Borough that a Bond has been destroyed,
417
stolen, or lost and of the ownership thereof, and upon furnishing the
418
Borough with indemnity satisfactory to it, the Borough shall execute and
419
deliver a new Bond of like maturity and principal amount. The person
420
requesting the execution and delivery of a new Bond under this Section
421
shall comply with such other reasonable regulations as the Borough may
422
prescribe and shall pay such expenses as the Borough may incur in
423
connection therewith.
424
425 Section 12:
Permitted Tax Covenants. The Borough may, but need not, covenant in
426
the Amended Loan Agreements to comply with any and all applicable
427
requirements set forth in the Code in effect from time to time to the extent
428
that such compliance shall be necessary for the exclusion of the interest
429
on the Bond from gross income for federal income tax purposes. The
430
Borough may, but need not, covenant in the Amended Loan Agreements
431
that it will make no use of the proceeds of the Bond which will cause the
432
Bond to be an "arbitrage bond" subject to federal income taxation by reason
433
of Section 148 of the Code. The Borough may, but need not, covenant in
434
the Amended Loan Agreements that it will not take or permit any action that
435
would cause the Bond to be a "private activity bond" as defined in Section
436
141 of the Code.
437
438 Section 13:
Amendatory and Supplemental Resolutions.
439
440
(a) The Assembly from time to time and at any time may adopt a
441
resolution or resolutions supplemental hereto, which resolution or
442
resolutions thereafter shall become a part of this Resolution, for any one or
443
more of the following purposes:
444
445
(1) To add to the covenants and agreements of the Borough in
446
this Resolution, other covenants and agreements thereafter to be
447
observed or to surrender any right or power herein reserved to or
448
conferred upon the Borough.
449
450
(2) To make such provisions for the purpose of curing any
451
ambiguities or of curing, correcting or supplementing any defective
452
provision contained in this Resolution or in regard to matters or
453
questions arising under this Resolution as the Assembly may deem
454
necessary or desirable and not inconsistent with this Resolution and
455
which shall not adversely affect the interests of the Registered
456
Owner of the Bond.
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 10 of 13
458 Any such supplemental resolution may be adopted without the consent of
459 the Registered Owner of the Bond at any time outstanding, notwithstanding
460 any of the provisions of subsection (b) of this Section.
461
462 (b) With the consent of the Registered Owner, the Assembly may adopt
463 a resolution or resolutions supplemental hereto for the purpose of adding
464 any provisions to or changing in any manner or eliminating any of the
465 provisions of this Resolution or of any supplemental resolution.
466
467 It shall not be necessary for the consent of the Registered Owner of the
468 Bond under this subsection to approve the particular form of any proposed
469 supplemental resolution, but it shall be sufficient if such consent approves
470 the substance thereof.
471
472 (c) Upon the adoption of any supplemental resolution under this
473 Section, this Resolution shall be deemed to be modified and amended in
474 accordance therewith, and the respective rights, duties, and obligations
475 under this Resolution of the Borough and the Registered Owner shall
476 thereafter be subject in all respects to such modification and amendment,
477 and all the terms and conditions of the supplemental resolution shall be
478 deemed to be part of the terms and conditions of this Resolution for any
479 and all purposes.
480
481 (d) Bonds executed and delivered after the adoption of any
482 supplemental resolution under this Section may bear a notation as to any
483 matter provided for in such supplemental resolution, and if such
484 supplemental resolution shall so provide, a new Bond modified so as to
485 conform, in the opinion of the Borough, to any modification of this
486 Resolution contained in any such supplemental resolution may be
487 prepared by the Borough and delivered without cost to the Registered
488 Owner of the Bond, upon surrender for cancellation of such Bond in an
489 equal aggregate principal amount.
490
491 Section 14: Defeasance. In the event money and/or non -callable Government
492 Obligations maturing at such times and bearing interest to be earned
493 thereon in amounts sufficient to redeem and retire the Bond in accordance
494 with its terms are set aside in a special trust account to effect such
495 redemption or retirement and such moneys and the principal of and interest
496 on such Government Obligations are irrevocably set aside and pledged for
497 such purpose, then no further payments need be made to pay or secure
498 the payment of the principal of and interest on the Bond and the Bond shall
499 be deemed not to be outstanding.
500
501 Section 15: Exchange of the Bond: Amendatory Loan Agreements: Continuing
502 Disclosure Certificate. The exchange of the Bond for all the Refundable
503 Principal Installments that are refunded (and the issuance one or more
Kodiak Island Borough, Alaska Resolution No. FY2020-31
Page 11 of 13
504
505
506
507
508
509
510
511
512
513
514
515 Section 16:
516
517
518
519
520
521
522
523
524
525
526
527
replacement Refunded Bonds), as provided in the Amendatory Loan
Agreements and this Resolution, are hereby authorized and approved. The
Amendatory Loan Agreements and the Continuing Disclosure Certificate in
substantially the form filed with this Resolution are hereby approved. The
Mayor and the Borough Manager are each hereby authorized to execute
and deliver the Amendatory Loan Agreements and the Continuing
Disclosure Certificate in such forms, together with such changes not
inconsistent herewith as may be approved by the Mayor or the Borough
Manager (such approval to be conclusively evidenced by such official's
execution and delivery of such document).
Authority of Officers. The Mayor, the Borough Manager, the Borough
Finance Director, and the Borough Clerk each is authorized and directed
to do and perform all things and determine all matters not determined by
this Resolution, to the end that the Borough may carry out its obligations
under the Bond and this Resolution.
Section 17: 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 may require, the Borough shall undertake to provide
certain annual financial information and operating data as shall be set forth
in the Amendatory Loan Agreements.
528 Section 18:
529
530
531
532
533
534
535
536
537 Section 19:
538
539
540
541
542
543 Section 20:
544
545
Miscellaneous. No recourse shall be had for the payment of the principal
of or the interest on the Bond 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 Bond. The Bond is 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 does 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.
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 Bond.
Effective Date. This Resolution shall become effective upon passage and
approval.
Kodiak Island Borough, Alaska
Resolution No. FY2020-31
Page 12 of 13
546 ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
547 THIS SEVENTH DAY OF MAY, 2020
548
549 KODIAK ISLAND BOROUGH
550
551
552
553
554illiam Rob-s
555
556 ATTEST:
557
558
559
560
561 ta4 Mefini&y-
562
563 VOTES:
564 Ayes: Turner, Arndt, Dvorak, Kavanaugh, Schroeder, Skinner, Symmons
565 Noes:
Kodiak Island Borough, Alaska Resolution No.FY2020-31
Page 13 of 13