FY2021-13 Authorizing The Borough To Issue A Refunding Revenue Bond To Refund All Or A Portion Of The Principal Installments Of The Outstanding Long-Term Care Center Revenue BondCERTIFICATE OF CLERK
I, ALISE L. RICE, Clerk of the Kodiak Island Borough (the "Borough"), HEREBY CERTIFY that
the document attached hereto is an accurate and complete copy of Resolution No. FY2021-13 of the
Borough adopted by the Borough Assembly at a meeting duly called and held on August 6, 2020, and
that Resolution No. FY2021-13 has not been modified, amended, repealed, or rescinded, but is in full
force and effect on the date hereof.
IN WITNESS WHEREOF, I have executed this certificate this 6th day of August, 2020.
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Introduced by:
Borough Manager
Requested by:
Finance Director
Drafted by:
Bond Counsel
Introduced on:
August 6, 2020
Adopted on:
August 6, 2020
KODIAK ISLAND BOROUGH
RESOLUTION NO. FY2021-13
A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY AUTHORIZING THE
BOROUGH TO ISSUE A REFUNDING REVENUE BOND TO REFUND ALL OR A PORTION OF
THE PRINCIPAL INSTALLMENTS OF THE OUTSTANDING LONG-TERM CARE CENTER
REVENUE BOND, SERIES 2013 (PROVIDENCE KODIAK ISLAND MEDICAL CENTER), OF
THE BOROUGH AND TO PAY COSTS OF ISSUING THE BOND; FIXING CERTAIN DETAILS
OF SUCH BOND; AUTHORIZING ITS SALE; PROVIDING FOR RELATED MATTERS; AND
REPEALING RESOLUTION NO. FY 2020-07
WHEREAS, pursuant to Resolution No. FY2013-13, adopted by the Assembly on February 7,
2013 (the "2013 Bond Resolution"), the Borough issued its Long -Term Care Center Revenue Bond,
Series 2013 (Providence Kodiak Island Medical Center) (the "2013 Bond"), maturing on June 1,
2033, with principal installments due on June 1 of each of the years 2015 through 2033, inclusive,
in the original principal amount of $17,110,000; and
WHEREAS, pursuant to Resolution No. FY2016-19, adopted by the Assembly on November 5,
2015, the Borough defeased a portion of the principal installments of the 2013 Bond due in each
of the years 2017 through 2033, inclusive, in the aggregate principal amount of $4,455,000; and
WHEREAS, the principal installments of the 2013 Bond due in each of the years 2025 through
2030, inclusive, currently outstanding in the aggregate principal amount of $4,410,000 (the "2018
Refundable Principal Installments"), are subject to prepayment in whole or in part at the option of
the Borough on any date on or after June 1, 2018, at a price of 100% of the principal amount thereof
to be prepaid, plus accrued interest to the date of prepayment; and
WHEREAS, the principal installments of the 2013 Bond due in the year 2024 and in each of the
years 2031 through 2033, inclusive, currently outstanding in the aggregate principal amount of
$3,340,000 (the "2023 Refundable Principal Installments," and together with the 2018 Refundable
Principal Installments, the "Refundable Principal Installments"), are subject to prepayment in whole
or in part at the option of the Borough on any date on or after June 1, 2023, at a price of 100% of
the principal amount thereof to be prepaid, plus accrued interest to the date of prepayment; and
WHEREAS, under AS 29.47.300, if the Borough has outstanding revenue bonds and the
Assembly determines it would be financially advantageous to refund those bonds, the Borough
may provide by resolution for the issuance of revenue refunding bonds, and under AS 29.47.320,
no election is required to authorize the issuance and sale of refunding bonds; and
WHEREAS, under AS 29.47.340, refunding bonds may be exchanged for the bonds being
refunded; and
WHEREAS, the Borough sold the 2013 Bond to the Alaska Municipal Bond Bank (the "Bond
Bank"), as authorized by the 2013 Bond Resolution, on the terms and conditions set forth in the
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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2013 Bond Resolution and in the loan agreement between the Borough and the Bond Bank dated
as of June 1, 2013 (the "2013 Loan Agreement"); and
WHEREAS, the Bond Bank issued its General Obligation Bonds, 2013B Series Two (Qualified
501(c)(3)) (the "Bond Bank Bonds"), among other purposes, to provide funds to purchase the 2013
Bond, as provided in the 2013 Loan Agreement; and
WHEREAS, the Bond Bank has expressed its intent to issue refunding bonds (the "Bond Bank
Refunding Bonds") for the purpose of refunding a portion of the Bond Bank Bonds and achieving a
debt service savings; and
WHEREAS, Section 7 of the 2013 Loan Agreement provides that payments of principal of and
interest on the 2013 Bond may be adjusted to reduce debt service on the 2013 Bond if the Bond
Bank is able to achieve debt service savings by refunding the Bond Bank Bonds; and
WHEREAS, the Bond Bank has offered to enter into an Amendatory Loan Agreement (the
"Amendatory Loan Agreement") to effect a reduction in debt service on all or a portion of the
Refundable Principal Installments; and
WHEREAS, the Assembly wishes to effect a reduction in debt service on all or a portion of the
Refundable Principal Installments by entering into the Amendatory Loan Agreement, issuing a
refunding bond (and a replacement 2013 Bond) in exchange for the 2013 Bond, and participating
in the refunding of a portion of the Bond Bank Bonds; and
WHEREAS, pursuant to Resolution No. FY2020-07, the Assembly previously authorized the
refunding of all or a portion of the Refundable Principal Installments on a tax-exempt basis, and
now wishes to repeal Resolution No. FY2020-07 and authorize the refunding of all or a portion of
the Refundable Principal Installments on a taxable basis; and
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 rates, and other details of the bond, and to determine other matters that are not provided
for in this Resolution;
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) "2013 Bond" means the Long -Term Care Center Revenue Bond, Series
2013 (Providence Kodiak Island Medical Center), issued by the Borough pursuant
to the 2013 Bond Resolution.
(b) "2013 Bond Resolution" means Resolution No. FY2013-13 of the Borough,
adopted by the Assembly on February 7, 2013.
(c) "2013 Loan Agreement' means the loan agreement between the Borough
and the Bond Bank dated as of June 1. 2013.
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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(d) "Amendatory Loan Agreement" means the amendatory loan agreement to
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be entered into between the Borough and the Bond Bank to effect a reduction in
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debt service on all or a portion of the Refundable Principal Installments.
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(e) "Annual Debt Service Requirement" means, with respect to any particular
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Fiscal Year and to any specified bonds, an amount equal to (i) interest accruing
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during such Fiscal Year on such bonds, except to the extent such interest is to be
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paid from deposits in the Debt Service Subaccount from bond proceeds; (it) the
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principal amount of such bonds due during such Fiscal Year for which no sinking
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fund installments have been established; plus (iii) the unsatisfied balance of any
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sinking fund installment for such bonds due during such Fiscal Year.
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(f) "Assembly" means the Assembly of the Kodiak Island Borough, as the
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general legislative authority of the Kodiak Island Borough, as the same shall be
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duly and regularly constituted from time to time.
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(g) "Bond" means the "Long -Term Care Center Refunding Revenue Bond
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(Providence Kodiak Island Medical Center)" of the Kodiak Island Borough, the
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issuance and sale of which are authorized herein.
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(h) "Bond Account" means the Long -Term Care Center Revenue Bond
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Account created by Section 15 of the 2013 Bond Resolution.
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(i) "Bond Bank" means the Alaska Municipal Bond Bank.
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Q) "Bond Bank Bonds" means the General Obligation Bonds, 2013B Series
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Two (Qualified 501(c)(3)), issued by the Bond Bank.
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(k) "Bond Bank Refunding Bonds" means the series of general obligation
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bonds issued by the Bond Bank, all or part of the proceeds of which are used to
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purchase the Bond.
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(1) "Bond Register" means the registration books maintained by the Registrar,
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which include the names and addresses of the Registered Owners of the Bond or
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their nominees.
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(m) "Borough" means the Kodiak Island Borough, a municipal corporation of
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the State of Alaska, organized as a second class borough under Title 29 of the
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Alaska Statutes.
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(n) 'Borough Manager" means the Manager or Administrative Official of the
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Borough.
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(o) "Code" means the Internal Revenue Code of 1986, as amended from time
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to time, together with all regulations applicable thereto.
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(p) "Debt Service Subaccount" means the Debt Service Subaccount created
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in the Bond Account by Section 15 of the 2013 Bond Resolution.
M
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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(q) "Financing Documents" means all or any of the 2013 Loan Agreement, the
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Amendatory Loan Agreement, Lease, the 2013 Bond, the Bond, the 2013 Bond
Resolution, and this Resolution.
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(r) "Fiscal Year means the 12-month period commencing on July 1 each year
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through and including June 30 of the following calendar year.
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(s) "Future Parity Bonds" means any long-term care center revenue bonds,
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notes, or other obligations of the Borough, other than the 2013 Bond and the Bond,
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issued under a resolution wherein the Borough pledges that the payments to be
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made out of the Pledged Revenues into the Bond Account and Reserve
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Subaccount therein to pay and secure the payment of the principal of and interest
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on such revenue bonds, notes, or other obligations will be on a parity with the
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payments required by this Resolution to be made out of such Pledged Revenues
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into such Bond Account and Reserve Subaccount to pay and secure the payment
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of the principal of and interest on the 2013 Bond and the Bond.
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(t) "Government Obligations" means obligations that are either (i) direct
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obligations of the United States of America or (ii) obligations of an agency or
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instrumentality of the United States of America the timely payment of the principal
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of and interest on which are unconditionally guaranteed by the United States of
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America.
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(u) "Lease" means that certain Long-Term Care Center Lease Agreement
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authorized by the Assembly in fall 2012, between the Borough and Providence for
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the real property located at 1838 Chichenof Street, Kodiak, Alaska.
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(v) "Parity Bonds" means the 2013 Bond, the Bond, and any Future Parity
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Bonds.
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(w) "Pledged Revenues" means Lease revenues and interest received and
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profits derived from the investment of moneys obtained from moneys held in any
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fund solely to pay or secure the payment of principal and interest when due on the
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2013 Bond and the Bond.
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(x) "Providence" means Providence Health & Services — Washington d/b/a
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Providence Health & Services in Alaska, a Washington nonprofit corporation.
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(y) "Refundable Principal Installments" means the principal installments of the
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2013 Bond due in each of the years 2024 through 2033, inclusive, currently
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outstanding in the aggregate principal amount of $7,750,000.
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(z) "Registered Owner" means the person named as the registered owner of
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the Bond in the Bond Register.
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(aa) "Registrar" means the Borough Finance Director, or any successor that
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the Borough may appoint by resolution.
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(bb) "Reserve Subaccount" means the Reserve Subaccount created in the
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Bond Account by Section 15 of the 2013 Bond Resolution.
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LKodiak
Island Borough, Alaska Resolution No. FY2021-13
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200 (cc) "Reserve Subaccount Recuirement" means an amount equal to the least
201 of (i) 10% of the stated principal amount of the Parity Bonds; (ii) 125% of the
202 average Annual Debt Service Requirement for all Parity Bonds; and (iii) the
203 maximum Annual Debt Service Requirement on all outstanding Parity Bonds.
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205 (dd) "Resolution" means this Resolution No. FY2021-13 of the Borough.
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207 Section 2: Authorization of Bond and Purpose of Issuance. The Assembly hereby determines
208 it would be financially advantageous to refund all or a portion of the Refundable Principal
209 Installments by issuing the Bond (and a replacement 2013 Bond) on the terms and conditions
210 provided in this Resolution. For the purpose of providing the funds required to refund all or a portion
211 of the Refundable Principal Installments and to pay all costs incidental thereto and to the issuance
212 of the Bond, the Borough hereby authorizes and determines to issue and sell the Bond. The Bond
213 shall be designated "Long -Term Care Center Refunding Revenue Bond (Providence Kodiak Island
214 Medical Center)," with such additional series and year designation as the Borough Manager or the
215 Borough Finance Director may fix and determine.
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217 The Borough Manager and/or the Borough Finance Director are hereby authorized to fix and
218 determine which of the Refundable Principal Installments are to be refunded by issuing the Bond
219 (and a replacement 2013 Bond) in exchange therefor.
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221 Section 3: Security for the Bond. The Bond shall be secured by Lease payments to be made
222 by Providence under the Lease and the additional provisions of the Financing Documents and shall
223 be a special, limited obligation of the Borough payable solely from and secured by payments to be
224 received pursuant to the Lease. The Premises subject to and as defined in the Lease shall not be
225 pledged to or subordinated to the payment of the Bond. The Bond does not and shall never
226 constitute a debt or indebtedness or loan of the general credit of the Borough within the meaning
227 of any provisions or limitations of the State of Alaska constitution or any statute or ordinance, and
228 shall not constitute or give rise to a general pecuniary liability of the Borough or a charge against
229 the general credit or taxing power of the Borough, and the face of the Bond shall so state.
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231 Section 4: Date, Maturity, Interest Rates. and Other Details of the Bond. Each principal
232 installment of the Bond shall be in the denomination of $5,000 or any integral multiple thereof. The
233 Bond shall be numbered in the manner and with such additional designation as the Registrar deems
234 necessary for purposes of identification, and may have endorsed thereon such legends or text as
235 may be necessary or appropriate to conform to the rules and regulations of any governmental
236 authority or any usage or requirement of law with respect thereto.
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238 The Bond shall bear interest payable semi-annually on the dates and shall mature on the date and
239 each principal installment shall be payable annually in the amount and on the dates, all as shall be
240 set forth in the Amendatory Loan Agreement. Interest will be computed on the basis of a 360 -day
241 year consisting of twelve 30 -day months.
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243 Subject to Section 2 and the remainder of this Section, the dated date, the principal installment and
244 interest payment dates, the record dates for interest payments, the aggregate principal amount,
245 the amount of each principal installment, and the interest rate on each principal installment shall
246 be determined at the time of execution of the Amendatory Loan Agreement under Section 18,
247 provided that (i) no rate of interest on any principal installment shall exceed the rate of interest on
248 the corresponding maturity of the Bond Bank Refunding Bonds; and (ii) the net present value of the
249 savings to the Borough effected by issuing the Bond (and a replacement 2013 Bond) and refunding
250 the Refundable Principal Installments that are refunded shall be at least 3 percent of the aggregate
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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251 principal amount of the Refundable Principal Installments that are refunded; and (iii) the Bond shall
252 mature on or before the date that is six months after the date on which the last Refundable Principal
253 Installment that is refunded is payable.
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255 Section 5: Optional Prepayment. The principal installments of the Bond shall be subject to
256 prepayment, at the Borough's option, on the dates and at the prices to be set forth in the
257 Amendatory Loan Agreement. If fewer than all of the principal installments of the Bond are to be
258 prepaid, the principal installments to be prepaid shall be determined by the Borough. Notice of any
259 such prepayment shall be sent by the Borough not less than 50 days prior to the date fixed for
260 prepayment by first class mail to the Registered Owner at the Registered Owner's address as it
261 then appears on the Bond Register. Notice of prepayment having been duly given and the
262 prepayment having been duly effected, interest on the principal installments to be prepaid shall
263 cease to accrue on the date fixed for prepayment.
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265 Section 6: Form of Bond. Each Bond shall be in substantially the following form, subject to
266 the provisions of the Amendatory Loan Agreement and with such variations, omissions, and
267 insertions as may be required or permitted by this Resolution:
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269 UNITED STATES OF AMERICA
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271 KODIAK ISLAND BOROUGH, ALASKA
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273 NO. $
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275 LONG-TERM CARE CENTER REFUNDING REVENUE BOND
276 (PROVIDENCE KODIAK ISLAND MEDICAL CENTER)
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278 REGISTERED OWNER: ALASKA MUNICIPAL BOND BANK
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280 PRINCIPAL AMOUNT:
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282 The Kodiak Island Borough (the "Borough"), a municipal corporation of the
283 State of Alaska, hereby acknowledges itself to owe and for value received
284 promises to pay to the Registered Owner identified above, or its registered
285 assigns, but only from the sources stated herein, the principal amount identified
286 above in the following installments in each of the following years, and to pay, from
287 the sources stated herein, interest on such installments from the date hereof,
288 payable on _ 1, 20_, and semiannually thereafter on _ 1, and _ 1, of
289 each year, at the rates per annum as follows:
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291 Maturity Principal Interest
292 Date Amount Rate
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296 For so long as the Alaska Municipal Bond Bank (the "Bond Bank") is the
297 Registered Owner, payment of principal and interest shall be made as provided in
298 the Loan Agreement between the Bond Bank and the Borough, as amended (the
299 "Amended Loan Agreement"). When and if this Bond is not owned by the Bond
300 Bank, installments of principal of and interest on this Bond shall be paid by check
301 or draft mailed by first class mail to the Registered Owner as of the close of
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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business on the 15th day of the month before each installment payment date;
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provided, that the final installment of principal of and interest on this Bond shall be
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payable upon presentation and surrender of this Bond by the Registered Owner at
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the office of the Registrar. Interest will be computed on the basis of a 360-day year
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consisting of twelve 30-day months. Both principal of and interest on this Bond are
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payable in lawful money of the United States of America which, on the respective
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dates of payment thereof, shall be legal tender for the payment of public and
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private debts, solely out of the special fund of the Borough known as the "Long-
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Term Care Center Revenue Bond Account" created by Section 15 of Resolution
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No. FY2013-13.
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This Bond is the Long-Term Care Center Refunding Revenue Bond
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(Providence Kodiak Island Medical Center) issued by the Borough, and is
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authorized for the purpose of refunding certain principal installments of an
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outstanding revenue bond of the Borough under Resolution No. FY2021-13 of the
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Borough entitled:
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A RESOLUTION OF THE KODIAK ISLAND BOROUGH
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ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE A
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REFUNDING REVENUE BOND TO REFUND ALL OR A PORTION
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OF THE PRINCIPAL INSTALLMENTS OF THE OUTSTANDING
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LONG-TERM CARE CENTER REVENUE BOND, SERIES 2013
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(PROVIDENCE KODIAK ISLAND MEDICAL CENTER), OF THE
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BOROUGH AND TO PAY COSTS OF ISSUING THE BOND;
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FIXING CERTAIN DETAILS OF SUCH BOND; AUTHORIZING ITS
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SALE; PROVIDING FOR RELATED MATTERS; AND REPEALING
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RESOLUTION NO. FY 2020-07
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(the "Resolution").
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Installments of principal of this Bond maturing on and after_ 1, 20 ,
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shall be subject to prepayment on and after 1, 20_, at the option of the
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Borough (subject to any applicable provisions of the Amended Loan Agreement),
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in such principal amounts and from such maturities as the Borough may determine,
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and by lot within a maturity, at a redemption price equal to the principal amount to
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be prepaid, 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
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Bond Register of the Borough, and (ii) upon surrender of this Bond together with a
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written instrument of transfer duly executed by the Registered Owner or the duly
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authorized attorney of the Registered Owner, and thereupon a new fully registered
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Bond 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
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payment of charges, if any, as therein prescribed. The Borough may treat and
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consider the person in whose name this Bond is registered as the absolute owner
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hereof for the purpose of receiving payment of, or on account of, the principal or
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redemption price, if any, hereof and interest due hereon and for all other purposes
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whatsoever.
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This Bond is a special, limited obligation of the Borough giving rise to no
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charge against the Borough's general credit, and is payable solely from, and
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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constitute a claim of the owner hereof against, only the revenues, funds, and
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assets of the Borough pledged under the Resolution. This Bond shall never
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constitute a debt or indebtedness of the State of Alaska within the meaning of any
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provision or limitation of the Constitution or statutes of the State of Alaska or the
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Borough, or of any political subdivision thereof, and shall never constitute nor give
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rise to a general pecuniary liability of the State or the Borough or a charge against
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their general credit or taxing powers.
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No officer, agent, or employee of the Borough, and no officer, official,
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agent, or employee of the State of Alaska, nor any person executing this Bond,
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shall in any event be subject to any personal liability or accountability by reason of
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the issuance of this Bond.
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IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or
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things required by the constitution or statutes of the State of Alaska to exist, to
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have happened or to have been performed precedent to or in the issuance of this
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Bond exist, have happened and have been performed, and that this Bond, together
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with all other indebtedness of the Borough, is within every debt and other limit
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prescribed by such constitution or statutes.
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IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA,
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has caused this Bond to be signed in its name and on its behalf by the manual or
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facsimile signature of its Mayor and its corporate seal (or a facsimile thereof) to be
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impressed or otherwise reproduced hereon and attested by the manual orfacsimile
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signature of its Clerk, all as of the _ day of
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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/
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Borough Clerk
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Section 7: Execution. The Bond shall be executed in the name of the Borough by the manual
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orfacsimile signature of the Mayor, and its corporate seal (or a facsimile thereof) shall be impressed
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or otherwise reproduced thereon and attested by the manual or facsimile signature of the Borough
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Clerk. The execution of a Bond on behalf of the Borough by persons who at the time of the
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execution are duly authorized to hold the proper offices shall be valid and sufficient for all purposes,
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although any such person shall have ceased to hold office at the time of delivery of the Bond or
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shall not have held office on the date of the Bond.
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Section 8: Payment of Principal Installments and Interest. The Bond shall be payable in
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lawful money of the United States of America which at the time of payment is legal tender for the
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payment of public and private debts. For so long as the Bond Bank is the Registered Owner of the
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Bond, payment of principal installments of and interest on the Bond shall be made as provided in
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the Loan Agreement, as amended by the Amendatory Loan Agreement. When and if the Bond
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Bank is not the Registered Owner of the Bond, installments of principal of and interest on the Bond
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shall be paid by check mailed by first class mail to the Registered Owner as of the record date for
Kodiak Island Borough, Alaska Resolution No. FY2021-13
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404 the installment payment at the address appearing on the Bond Register; provided, that the final
405 installment of principal and interest on the Bond shall be payable upon presentation and surrender
406 of the Bond by the Registered Owner at the office of the Registrar.
407
408 Section 9: Registration. The Bond shall be issued only in registered form as to both principal
409 and interest. The Borough designates the Borough Finance Director as Registrar for the Bond. The
410 Registrar shall keep, or cause to be kept, the Bond Register at the principal office of the Borough.
411 The Borough covenants that, until the Bond has been surrendered and canceled, it will maintain a
412 system for recording the ownership of the Bond that complies with the provisions of Section 149 of
413 the Code. The Borough and the Registrar may treat the person in whose name the Bond shall be
414 registered as the absolute owner of such Bond for all purposes, whether or not the Bond shall be
415 overdue, and all payments of principal of and interest on the Bond made to the Registered Owner
416 thereof or upon its order shall be valid and effectual to satisfy and discharge the liability upon such
417 Bond to the extent of the sum or sums so paid, and neither the Borough nor the Registrar shall be
418 affected by any notice to the contrary.
419
420 Section 10: Transfer and Exchange. The Bond shall be transferred only upon the Bond
421 Register. Upon surrender for transfer or exchange of the Bond at the office of the Registrar, together
422 with a written instrument of transfer or authorization for exchange in form and with guaranty of
423 signature satisfactory to the Registrar, duly executed by the Registered Owner or the duly
424 authorized attorney of the Registered Owner, the Borough shall execute and deliver a Bond in
425 equal aggregate principal amount, subject to such reasonable regulations as the Borough may
426 prescribe and upon payment sufficient to reimburse it for any tax, fee or other governmental charge
427 required to be paid in connection with such transfer or exchange. If the Bond is surrendered for
428 transfer or exchange it shall be canceled by the Registrar.
429
430 Section 11: Bond Mutilated. Destroyed. Stolen. or Lost. Upon surrender to the Registrar of a
431 mutilated Bond, the Borough shall execute and deliver a new Bond of like maturity and principal r
432 amount. Upon filing with the Registrar of evidence satisfactory to the Borough that a Bond has been U
433 destroyed, stolen, or lost and of the ownership thereof, and upon furnishing the Borough with
434 indemnity satisfactory to it, the Borough shall execute and deliver a new Bond of like maturity and
435 principal amount. The person requesting the execution and delivery of a new Bond under this
436 Section shall comply with such other reasonable regulations as the Borough may prescribe and
437 shall pay such expenses as the Borough may incur in connection therewith.
438
439 Section 12: Long -Term Care Center Bond Account and Accounts Therein. There has been
440 heretofore created by Section 15 of the 2013 Bond Resolution a special fund of the Borough known
441 as the "Long -Term Care Center Revenue Bond Account" (the "Bond Account"), which fund is a trust
442 fund to be drawn upon for the sole purpose of paying the principal of and interest and premium, if
443 any, on all Parity Bonds. The Bond Account consists of two subaccounts, the Debt Service
444 Subaccount and the Reserve Subaccount. Amounts pledged to be paid into the Bond Account are
445 hereby declared to be a lien and charge upon Pledged Revenues superior to all other charges of
446 any kind or nature and equal in rank to the charge thereon to pay and secure the payment of the
447 principal of and interest on all Parity Bonds.
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449 The Borough hereby irrevocably obligates and binds itself to set aside and pay into the Debt Service
450 Subaccount out of Pledged Revenues on or before the 20th day of each month the following:
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452 A. Such amounts, in approximately equal monthly installments, as will be
453 sufficient to accumulate the amount required to pay the interest scheduled to
454 become due on Parity Bonds on the next interest payment date; and
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B. Such amounts, in approximately equal monthly installments, as will be
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sufficient to accumulate (i) the principal amount of Parity Bonds due for which no
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sinking fund installments have been established; plus (ii) the unsatisfied balance
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of any sinking fund installment for Parity Bonds, in each case during the next 12
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months.
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Moneys in the Debt Service Subaccount may be held in cash or invested in
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permitted investments. Such investments shall mature prior to the time such
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money is required for the payment of the principal of or interest on the Parity
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Bonds. All interest earned on and profits derived from such investments shall
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remain in and become part of the Debt Service Subaccount.
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Section 13: Reserve Subaccount. The Borough hereby covenants and agrees that it will, at
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the time of issuance of the Bond, cause amounts to be paid into the Reserve Subaccount such that
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the total amount in the Reserve Subaccount will be equal he Reserve Subaccount Requirement.
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The Borough further covenants and agrees that it will set aside and pay into the Reserve
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Subaccount amounts from Pledged Revenues, commencing with the first month following the
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closing and delivery of the Bond, so that the amount on deposit in the Reserve Subaccount will at
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all times be at least equal to the Reserve Subaccount Requirement.
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The Borough further covenants and agrees that in the event it issues any Future Panty Bonds
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hereafter it will provide in each resolution authorizing the same that at the time of issuance of such
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Future Parity Bonds payments will be made into the Reserve Subaccount such that the total amount
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of such payments together with the money already in the Reserve Subaccount will be equal to the
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Reserve Subaccount Requirement.
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The Borough further covenants and agrees that it will at all times maintain therein an amount at
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least equal to the Reserve Subaccount Requirement until there is a sufficient amount in the Bond
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Account and Reserve Subaccount to pay the principal of, premium, if any, and interest on all
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outstanding Parity Bonds, at which time the money in the Reserve Subaccount may be used to pay
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such principal, premium, if any, and interest; provided, however, that moneys in the Reserve
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Subaccount may be withdrawn or set aside in a special account in the Bond Account to pay (with
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or without other available funds) the principal, premium, if any, and interest on all of the outstanding
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Parity Bonds of any single issue or series of Parity Bonds, so long as the moneys remaining on
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deposit in the Reserve Subaccount are at least equal to the Reserve Subaccount Requirement on
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all of the remaining outstanding Parity Bonds. The Borough may, from time to time, transfer from
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the Reserve Subaccount to the Debt Service Subaccount amounts in excess of the Reserve
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Subaccount Requirement.
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In the event there shall be a deficiency in the Debt Service Subaccount for meeting maturing
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installments of either principal of or interest on the Parity Bonds, such deficiency shall be made up
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from the Reserve Subaccount by the withdrawal of cash therefrom. Any deficiency created in the
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Reserve Subaccount by reason of any such withdrawal shall then be made up from Pledged
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Revenues first available therefor after making necessary provision for the required payments into
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the Debt Service Subaccount. Investments in the Reserve Subaccount shall be valued at amortized
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cost except that in the event of a deficiency in the Reserve Subaccount caused by the withdrawal
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or transfer of moneys therefrom the amount of such deficiency shall be determined by valuing all
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investments in the Reserve Subaccount at the then market value.
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All money in the Reserve Subaccount may be kept in cash or invested in Government Obligations.
Such investments shall mature not later than the last maturity of the Parity Bonds outstanding at
the time of their purchase. Interest on any such investments and/or any profits realized from the
sale thereof shall be deposited in and become part of the Debt Service Subaccount.
Section 14: Subordinate Lien Bonds. Nothing contained herein shall prevent the Borough from
issuing revenue bonds or notes which are a charge upon Pledged Revenues subordinate or inferior
to the payments required herein to be made therefrom into the Debt Service Subaccount and
Reserve Subaccount, or from issuing long-term care center revenue bonds to refund maturing
bonds for the payment of which moneys are not otherwise available.
Section 15: [Reservedl
Section 16: Amendatory and Supplemental 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 Owner of the Bond.
Any such supplemental resolution may be adopted without the consent of the
Registered Owner of the Bond at any time outstanding, notwithstanding any of the
provisions of subsection (b) of this Section.
(b) With the consent of the Registered Owner, 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.
It shall not be necessary for the consent of the Registered Owner of the Bond
under this subsection to approve the particular form of any proposed supplemental
resolution, but it shall be sufficient if such consent approves the substance thereof.
(c) Upon the adoption of any supplemental resolution under this Section, this
Resolution shall be deemed to be modified and amended in accordance therewith,
and the respective rights, duties, and obligations under this Resolution of the
Borough and the Registered Owner shall thereafter be subject in all respects to
such modification and amendment, and all the terms and conditions of the
supplemental resolution shall be deemed to be part of the terms and conditions of
this Resolution for any and all purposes.
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558 (d) Bonds executed and delivered after the adoption of any supplemental
559 resolution under this Section may bear a notation as to any matter provided for in
560 such supplemental resolution, and if such supplemental resolution shall so provide,
561 a new Bond modified so as to conform, in the opinion of the Borough, to any
562 modification of this Resolution contained in any such supplemental resolution may
563 be prepared by the Borough and delivered without cost to the Registered Owner
564 of the Bond, upon surrender for cancellation of such Bond in an equal aggregate
565 principal amount.
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567 Section 17: Defeasance. In the event money and/or non-callable Government Obligations
568 maturing at such times and bearing interest to be earned thereon in amounts sufficient to redeem
569 and retire the Bond in accordance with its terms are set aside in a special trust account to effect
570 such redemption or retirement and such moneys and the principal of and interest on such
571 Government Obligations are irrevocably set aside and pledged for such purpose, then no further
572 payments need be made to pay or secure the payment of the principal of and interest on the Bond
573 and the Bond shall be deemed not to be outstanding.
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575 Section 18: Exchange of the Bond: Amendatory Loan Agreement: Continuing Disclosure
576 Certificate. The exchange of the Bond for all the Refundable Principal Installments that are
577 refunded (and the issuance of a replacement 2013 Bond), as provided in the Amendatory Loan
578 Agreement and this Resolution, is hereby authorized and approved. The Amendatory Loan
579 Agreement and the Continuing Disclosure Certificate in substantially the form filed with this
580 Resolution are hereby approved. The Mayor and the Borough Manager are each hereby authorized
581 to execute and deliver the Amendatory Loan Agreement and the Continuing Disclosure Certificate
582 in such forms, together with such changes not inconsistent herewith as may be approved by the
583 Mayor or the Borough Manager (such approval to be conclusively evidenced by such official's
584 execution and delivery of such document).
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586 Section 19: Authority of Officers. The Mayor, the Borough Manager, the Borough Finance
587 Director, the Borough Clerk, the Borough Attorney, and bond counsel to the Borough each is
588 authorized and directed to do and perform all things and determine all matters not determined by
589 this Resolution, to the end that the Borough may carry out its obligations under the Bond and this
590 Resolution.
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592 Section 20: Ongoing Disclosure. The Borough acknowledges that under Rule 15c2-12 of the
593 Securities and Exchange Commission (the "Rule") the Borough may now or in the future be an
594 "obligated person." In accordance with the Rule, and as the Bond Bank may require, the Borough
595 shall undertake to provide certain annual financial information and operating data as shall be set
596 forth in the Amendatory Loan Agreement.
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598 Section 21: Miscellaneous. No recourse shall be had for the payment of the principal of or the
599 interest on the Bond or for any claim based thereon or on this Resolution against any member of
600 the Assembly or officer of the Borough or any person executing the Bond. The Bond is not and
601 shall not be in any way a debt or liability of the State of Alaska or of any political subdivision thereof,
602 except the Borough, and does not and shall not create or constitute an indebtedness or obligation,
603 either legal, moral, or otherwise, of such state or of any political subdivision thereof, except the
604 Borough.
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606 Section 22: Severability. If any one or more of the provisions of this Resolution shall be
607 declared by any court of competent jurisdiction to be contrary to law, then such provision shall be
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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.
Section 23: Effective Date. This Resolution shall become effective upon passage and
approval.
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS SIXTH DAY OF AUGUST, 2020.
KODIAK ISLAND BOROUGH
Mayor
VOTES:
Ayes: Skinner
Noes:
Roberts
Rice,
Arndt, Dvorak, Kavanaugh, and Schroeder
Kodiak Island Borough, Alaska
ATTEST:
/� `S� NNS e09
OG
GI
inn -
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Resolution No. FY2021-13
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