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1993-65 Providing for the Issuance of General Obligation Bonds of the Kodiak Island Borough in the Aggregate Principal Amount of $19,200,000Introduced by: Requested by: Drafted by: Introduced: Public Hearing: Adopted: Mayor Selby Finance Director Bond Counsel 11/04/93 11/18/93 11/18/93 KODIAK ISLAND BOROUGH ORDINANCE NO. 93 -65 A ORDINANCE PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE KODIAK ISLAND BOROUGH IN THE AGGREGATE PRINCIPAL AMOUNT OF 319,200,000 TO PAY THE COSTS OF HOSPITAL AND SCHOOL CAPITAL IMPROVEMENTS IN THE BOROUGH, FIXING CERTAIN DETAILS OF SUCH BONDS, PROVIDING FOR THE FORM AND MANNER OF THEIR SALE, AND PLEDGING THE FULL FAITH AND CREDIT OF THE BOROUGH TO THE PAYMENT THEREOF WHEREAS, pursuant to Ordinance No. 93 -48 of the Kodiak Island Borough (the "Borough ") passed and approved on July 15, 1993, the following question, referred to at the election held on October 5, 1993 as Proposition No. 1: PROPOSITION NO. 1 SCH AND RELA TED CAPITAy IMP _ v Shall the Kodiak Island Borough incur debt and issue general obligation bonds not to exceed Nine Million Seven Hundred Thousand Dollars ($ for planning, designing, acquiring, installing constructing Borough, n lu ing but not liaited to the following? is within the Project DOE #52-94 Kodiak North Star Elementary School DOE #74-94 Ouzinkie School Upgrade/Remodel Kodiak Island Borough, Alaska Estimated Total Principal and Interest Estimated Debt Service Paid by the tale $16,598,837.50 $11,619,185.90 Ord No. 93 of Pape 1 of 1 9 9 Actual current and projected post- construction annual operations and maintenance costs for these facilities are as follows: Current Post - Construction Project Total State Borouah Total State Borouah 52 -94 Kodiak -0- -0- -0- 815,000 657,705 157,295 North Star Elementary School 74 -94 388,000 311,502 574,498 386,000 311,502 74,498 Ouzjnkje School Upgrade/ Remodel The bonds shall be secured by a pledge of the full faith and credit of the Kodiak Island Borough. The approximate amount of taxes on $100,000 of assessed real and personal property value (based on estimated total 1993 assessed valuation) to retire this proposed debt is Thirty -Two Dollars ($32) per year. (Ordinance No. 93 -48) (herein called "Proposition No. 1"), was passed and approved, said election has been duly canvassed and the results thereof certified and confirmed in accordance with law, and $9,700,000 principal amount of said general obligation bonds remains unissued under Proposition No. 1; and WHEREAS, pursuant to Ordinance No. 93 -49 of the Borough passed and approved on July 15 1993, t 'e following question, referred to at the election held on October 5, 1993 as Proposition No. 2: PROPOSITION NO. 2 HOSPITAL AND RELATED CAPITAL IMPROVEMENT BONDS Shall the Kodiak Island Borough incur debt and issue general obligation bonds not to exceed Nine Killion Five Hundred Thousand Dollars (9,500,000) for planning, designing, acquiring, installing and constructing hospital and related capital improvements within the Borough? The bonds shall be secured by a pledge of the full faith and credit of the Kodiak Island Borough. (Ordinance No. 93- 1 0) (herein called "Proposition No. 2 "), was passed and approved, said election has been duly canvassed and the results thereof certified and confirmed in accordance with law, and $9,500,000 principal amount of said general obligation bonds remains unissued under Proposition No. 2; and Kodak Island Borough, Al ka Ordnance No. 93 -85 Page 2 of 18 Kodiak Island Borough. Alaska I WHEREAS, Section 29.47.410 of the Alaska Statutes provides that the Assembly by ordinance or resolution may provide for the form and manner of sale of bonds and notes; and WHEREAS, the Assembly of the Kodiak Island Borough has determined and does hereby determine that it is necessary to proceed to plan, design, acquire property for, acquire, construct, install and equip (i) the school and related capital improvements within the Borough specified in Proposition No. 1 as the purpose for the authorization of the bonds in Proposition No. 1, and to pay the capital costs thereof (hereinafter referred to as the "School Projects "); and (ii) the hospital and related capital improvements within the Borough specified in Proposition No. 2 as the purpose for the authorization of the bonds in Proposition No. 2, and to pay the capital costs thereof (hereinafter referred to as the "Hospital Project "); and WHEREAS, it is deemed necessary and advisable and in the best interests of the Borough and its inhabitants that (a) $9,700,000 principal amount of the general obligation bonds referred to in Proposition No. 1, constituting all of the unsold general obligation bonds referred to therein, and which are hereby authorized, be issued at this time in one or more series, as hereinafter fixed and determined, for the purpose of raising funds to pay Costs (as hereinafter defined) of the School Projects; and (b) $9,500,000 principal amount of the general obligation bonds referred to in Proposition No. 2, constituting all of the unsold general obligation bonds referred to therein, and which are hereby authorized, be issued at this time in one or more series, as hereinafter fixed and determined, for the purpose of raising funds to pay Costs (as hereinafter defined) of the Hospital Project; NOW, THEREFORE, BE IT ORDAINED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THAT: Section 1: Ping, The purpose of this ordinance is to authorize the issuance and sale of not to exceed $19,200,000 aggregate principal of general obligation bonds of the Borough to be sold in one or more series to provide funds to pay a portion of the capital costs of the School Projects and Hospital Project, to pay the costs of issuance of the bonds, including the bond insurance premium, if any, and to fix certain details of the bonds. Ordinance No. 93 -65 Page 3 of 18 Section 2: Definitions. The following terms shall have the following meanings in this ordinance: (a) "Assembly" means the Assembly of the Borough, as the general legislative authority of the Borough, as the same shall be duly and regularly constituted from time to time. (b) "Beneficial Owner" means the person in whose name a Bond is recorded as the beneficial owner of such Bond by the respective systems of DTC and the DTC Participants. (c) "Bond" or "Bonds" means any of the Bonds of the Borough, the issuance and sale of which are authorized herein as the evidence of the indebtedness referred to in Proposition No. 1 and Proposition No. 2. (d) "Bond Insurer" means any insurance company which issues a policy of insurance with respect to payment of the interest on and principal of the Bonds, as designated by resolution. (e) "Bond Register" means the registration books maintained by the Paying Agent as bond registrar, which include the names and addresses of the owners or nominees of the owners of the Bonds. (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) "Code" means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations applicable thereto. (h) "Cost" or "Costs" means the cost of planning, designing, acquiring property for, acquiring, constructing, installing and equipping the Projects, including interest on the Bonds during the period of planning, designing, acquiring property for acquiring, constructing, installing and equipping the Projects, and reaso able fees of the Paying Agent for the payment of such interest, the cost whether incurred by the Borough or by another of field surveys ana advance planning undertaken in connection with the Projects properly allocable to the Projects, the cost of acquisition of any land or interest therein required as the site or sites of the Projects or for use in connection therewith, the cost of any indemnity and surety bonds and premiums on insurance incurred in connection with the Projects 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 Projects prior to or during construction thereof and allocable portions of the Borough, legal fees, fees and expenses of the Paying Agent, 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, 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 Kodiak Wend Borough. Alaska Ordinance No. 93 -65 Peps 4 of 18 i 4 1 from whatever source for the payment of any item or items of cost of the Projects, and all other expenses necessary or incident to determining the feasibility or practicability of the Projects, and such other expenses not specified herein as may be necessary or incident to the acquisition and development of the Projects, the financing thereof and the putting of the same in use and operation. (i) "DTC" means the Depository Trust Company, a limited purpose trust company organized under the laws of the state of New York, and its successors and assigns. (j) "DTC Participant" means a trust company, bank, broker, dealer, clearing corporation and any other organization that is a participant of DTC. (k) "Letter of Representations" means the Letter of Representations from the Paying Agent and the Borough to DTC, in substantially the form authorized by resolution. (I) "Ordinance" means this ordinance of the Borough. (m) "Paving anent" means Seattle -First National Bank, Seattle, Washington, and any successor thereto. The Paying Agent also shall act as bond registrar under Section 12. Section 3: Authority for Ordinance. The Borough has ascertained and hereby Section 4: Obligation of Bonds. The Bonds shall be direct and general obligations Kodiak Island Borough, Alaska determines that each and every matter and thing as to which provision is made in this Ordinance is necessary in order to carry out and effect the purposes of the Borough in accordance with the constitution and statutes of the State of Alaska, and to incur the indebtedness and issue the Bonds as referred to in Proposition No. 1 and Proposition No. 2. of the Borough and the full faith and credit of the Borough are hereby pledged to the payment of the principal of and interest on the Bonds. The Borough hereby irrevocably pledges and covenants that it will levy and collect taxes upon all taxable property within the Borough without limitation as to rate or amount, in amounts sufficient, together with other funds legally available therefor, to pay the principal of and interest on the Bonds as the same become due and payable. Notwithstanding anything herein to the contrary, in the event that the principal and /or interest due on the Bonds shall be paid by the Bond Insurer pursuant to a bond insurance policy, the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Borough, and all covenants agreements and other obligations ot the Borough to the registered owners of the Bonds shall continue to exist and shall run to the benefit of the Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such registered owners. Ordinance No. 93 -85 Page 5 of 18 ti I Section 5: Authorization of Bonds and Purpose of Issuance. For the purpose of providing the funds required to pay the Costs of acquiring and constructing the School Projects as authorized by Proposition No. 1, and the Hospital Project as authorized by Proposition No. 2, which in accordance with said propositions hereby are determined to be necessary, and to provide for original issue discount, if any, and to pay all costs incidental thereto and to the issuance of the Bonds, including but not limited to any bond insurance premium, the Borough hereby authorizes and determines to issue and sell the Bonds in the aggregate principal amount of $19,200,000. Section 6: Designation. Maturities. Interest Rates. and Other Details of Bonds. The Bonds shall be designated "Kodiak Island Borough, Alaska, General Obligation Bonds ", shall be dated and mature on such dates, and shall bear interest from their date payable on such dates and at such rates, as shall be established by resolution at or prior to the time of sale of the Bonds. The Bonds may be issued in one or more series, the principal amount and designation of each series of Bonds to be established by resolution at or prior to the time of sale of the Bonds. The Assembly by resolution at or prior to the time of sale of the Bonds shall allocate the principal amount of each maturity of each series of the Bonds between the School Projects and the Hospital Project, provided that the aggregate amount so allocated to the School Projects shall not exceed $9,700,000, and the aggregate amount so allocated to the Hospital Project shall not exceed $9,500,000. The Bonds shall be in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be numbered separately in the manner and with such additional designation as the Paying Agent deems necessary for purposes of identification, and may have endorsed thero.on such legends or text as may be necessary or appropriate to conform to the rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Section 7: Redemption. The Bonds may be redeemed at the times, for the redemption prices, and in such manner, as the Borough may fix and determine by resolution at or prior to the time of sale of the Bonds. Notice of any intended redemption of Bonds shall be given not Less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption by United States mail to registered owners of the Bonds to be redeemed at their addresses as they appear on the Bond Register on the day the notice is mailed. The requirements of this section shall be deemed to be complied with when notice is mailed as herein provided, whether or not it is actually received by the Registered Owner. Kodiak Island Borough. Alaska Ordinary* No. 93 as Papa B of 7 a Section 9: Form of And. Each Bond shall be in substantially the following form, with such variations, omissions and insertions as may be required or permitted by this Ordinance or by resolution: Kodiak Island Borough, Alaska All official notices of redemption shall be dated and shall state: (a) the redemption date; (b) the redemption price; (c) if fewer than all outstanding Bonds are to be redeemed, the identification and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (d) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Paying Agent. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Borough shall default in the payment of the redemption price) 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 by the Paying Agent 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. Upon surrender for any partial redemption of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All Bonds which have been redeemed shall be canceled and destroyed by the registrar and shall not be reissued. If any Bond shall be duly presented for payment and funds have not been duly provided by the Borough on such applicable date, then interest shall continue to accrue thereafter on the unpaid principal thereof at the rate stated on such Bond until it is paid. Ordinance No. 93 -65 Pape 7 of 18 2 UNITED STATES OF AMERICA STATE OF ALASKA KODIAK ISLAND BOROUGH (A Municipal Corporation of the State of Alaska) GENERAL OBLIGATION BOND INTEREST RATE MATURITY DATE CUSIP NO. Registered Owner Principal Amount DOLLARS The Kodiak Island Borough, a municipal corporation of the State of Alaska (the "Borough"), for value received, acknowledges itself indebted and hereby promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount shown above, and to pay interest on such principal sum from the date hereof until its obligation with respect to the payment of such principal sum shall be discharged, at the Interest Rate per annum shown above, payable on the days of and in each year beginning _ , 19_. For so long as this Bond is held in book -entry form, payment of principal and interest shall be made by wire transfer to the registered owner pursuant to written instructions furnished to Seattle -First National Bank, in Seattle, Washington, in , as Paying Agent, or its successor as Paying Agent (the "Paying Agent "). In the event that this Bond is no longer held in book - entry form, (i) principal or any premium will be payable, when due, upon surrender hereof at the corporate trust office of the Trustee, and (ii) interest will be payable on each interest payment date by check or draft mailed by first class mail to the Registered Owner as of the close of business on the first day of the month each interest payment date, or, upon the written request of the Registered Owner of at least $ 1,000,000 in principal amount of Bonds received at least fifteen (15) days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by Registered Owner. 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 any coin or currency 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. Kodiak Island Borough, Alaska Ordinance No. 93.85 Page 8 of 18 g 5 `. 7 This Bond is one of the General Obligation Bonds of the Kodiak Island Borough, Alaska, 199 Series _ of like tenor and effect except as to interest rate, serial number and maturity, aggregating $ constituting bonds authorized for the in principal amount and ool and hospital capital improvements in the Borough, ands issued under Ordinance No. 93- 65 of the Borough entitled: AN ORDINANCE PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS OF THE KODIAK ISLAND BOROUGH IN THE AGGREGATE PRINCIPAL AMOUNT OF $19,200,000 TO PAY THE COSTS OF HOSPITAL AND SCHOOL CAPITAL IMPROVEMENTS IN THE BOROUGH, FIXING CERTAIN DETAILS OF SUCH BONDS, PROVIDING FOR THE FORM AND MANNER OF THEIR SALE, AND PLEDGING THE FULL FAITH AND CREDIT OF THE BOROUGH TO THE PAYMENT THEREOF (together with Resolution No. 93 -38 of the Borough herein called the "Ordinance"). The Bonds maturing on and after are subject to maturity at the option of the Borough on any d et on and aftero redemption prior either as a whole, or in part from such maturities as the Borough shall determine, and by lot within a maturity at a price of 100% of the principal amount thereof, plus accrued interest to the date of redemption, upon notice as provided in the Ordinance. In addition, the Bonds maturing on redemption on _� _ are subject to mandatory of the following years and in the following principal amounts, at a price of 100% of the principal amount thereof, plus accrued interest to the date of redemption, upon notice as provided in the Ordinance: Term Bonds Redemption Year Payment Amount $ • Final Maturity Interest on any Bonds called for redemption shall cease to accrue on the date fixed for redemption unless such Bonds are not redeemed upon presentation pursuant to such call. Notice of any redemption of Bonds shall be g ive n a t least thirty but not more than sixty (60/ days prior to the redemption date by first class mail to the Registered Owners of bonds to be redeemed. If fewer than all Bonds of like maturity are to be redeemed, the particular bonds to be redeemed shall be selected by lot within such maturity as provided in the Ordinance. Kodiak Island Borough, Alaska Ordinance No. 93 -65 Page 9 of 18 9 *� 5 This Bond is transferable as provided in the Ordinance, (ii only upon the bond register of the Borough kept for that purpose at the corporate trust office of the Paying Agent, and (ii) upon surrender of this Bond together with a written instrument of transfer duly executed by the registered owner or the duly authorized attorney of the registered owner, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and maturity shall be issued to the transferee in exchange therefor as provided in the Ordinance and upon the payment of charges, if any, as therein prescribed. The Borough and the Paying Agent may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price, if any, hereof and interest due hereon and for all other purposes whatsoever. This Bond is a general obligation of the Kodiak Island Borough, and the full faith and credit of the Borough are pledged for the payment of the principal of and interest on the Bond as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by the constitution or statutes of the State of Alaska to exist, to have happened or to have been performed precedent to or in the issuance of this Bond exist, have happened and have been performed, and that the series of Bonds of which this is one, together with all other indebtedness of the Borough, is within every debt and other limit prescribed by said constitution or statutes. IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA, has caused this Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor and its corporate seal (or a facsimile thereof) to be hereunto impressed or otherwise reproduced and attested ` the manual or facsimile signature of its Clerk, all as of the day of 1993. ATTEST: DONNA SMITH, CMC Clerk (SEAL.) JEROME SELBY Mayor Kodiak Bland Borough. Alaska Ordinance No. 93 6S Page 10 of U C Section 10: Execution and Authentication. (a) The Bonds shall be executed in the name of the Borough by the manual or facsimile signature of the Mayor, and its corporate seal (or a facsimile thereof) shall be impressed or otherwise reproduced thereon and attested by the manual or facsimile signature of the Borough Clerk. The execution of a Bond on behalf of the Borough by persons that at the time of the execution are duly authorized to hold the proper offices shall be valid and sufficient for all purposes, although any such person shall have ceased to hold office at the time of authentication of the Bond or shall not have held office on the date of the Bond. (b) The Bonds shall bear a certificate of authentication, executed manually by the Paying Agent, in the following form: PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This bond is one of the Kodiak Island Borough, Alaska, General Obligation Bonds, 199_ Series _ described in and issued pursuant to the within mentioned Ordinance. Kodiak Island Borough, Alaska 9 BANKAMERICA STATE TRUST COMPANY as Authorized Agent for Seattle -First National Bank, as Paying Agent By Authorized Officer Only Bonds bearing such certificate of authentication, duly executed, shall be entitled to any right or benefit under this Ordinance. No Bond shall be valid or obligatory for any purpose until such certificate of authentication thereon shall have been duly executed by the Paying Agent. Such certificate of authentication upon any Bond executed on behalf of the Borough shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under this Ordinance and that the owner thereof — - -•• -- the �• -���� u�c is entitled to the benefit of this Ordinance. Section 11: Payment of Principal and Interest. The Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. For Ordinance No. 91 OS Pape 11 or 18 9 r 0 so long as all outstanding Bonds are held in book -entry form under Section 13, payment of principal and interest thereon shall be made as provided in the Letter of Representations. In the event that the Bonds are no longer held in book entry form under Section 13, (a) payment of interest on the Bonds shall be made by check or draft mailed by first class mail to the registered owner of record as of the first day of the month of each interest payment date at the address appearing on the Bond Register of the Borough kept at the corporate trust office of the Paying Agent, provided that any owner of Bonds in an aggregate principal amount of $1,000,000 or more may, at its option, receive interest payments by wire transfer at any location within the United States of America upon notice delivered to the Paying Agent at least 15 days prior to an interest payment date; and (b) principal of the Bonds will be payable at the corporate trust office of the Paying Agent upon presentation and surrender of the Bonds representing such principal. Interest will be computed on the basis of a 360 -day year consisting of twelve 30 -day months. Section 12: Paving Aaent: Registration of Bonds. (a) Seattle -First National Bank, Seattle, Washington, is hereby appointed Paying Agent for the Bonds and the term "Paying Agent" shall include any successor or successors thereto. The Paying Agent may be removed at any time, at the request of the Bond Insurer, for any breach of its obligations set forth herein. The Bond Insurer shall receive prior written notice of any Paying Agent resignation. Notwithstanding any other provision of this Ordinance, no removal, resignation or termination of the Paying Agent shall take effect until a successor, acceptable to the Bond Insurer, ' be appointed. (b) The Paying Agent as bond registrar sh 11 maintain at its corporate trust office a Bond Register which shall include the names and addresses of the owners or nominees of the owners of the Bonds. Upon presentation for such purpose at said office, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer on the Bond Register any Bonds entitled to registration or transfer. The Borough and the Paying Agent may treat the person in whose name any Bond shall be registered as the absolute owner of such Bond for all purposes, whether or not the Bond shall be overdue, and all payments of principal of and interest on a Bond made to the registered owner thereof or upon its order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Borough nor the Paying Agent shall be affected by any notice to the contrary. Section 13: Securities Depository. (a) Unless otherwise provided by resolution, the Bonds shall be registered initially in the name of "Cede & Co. ", as nominee of DTC, and shall be issued initially in the form of a single Bond Kodiak bland Borough, Alaska Ordinance No. 93 -85 Page 12 of 18 Kodiak Island Borough, NW. for each maturity of the Bonds of a series in the amount of such maturity. Registered ownership of the Bonds, or any portions thereof, may not thereafter be transferred except (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository's successor; or (iii) to any person as provided in (d) below. (b) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Borough that it is no longer in the best interest of Beneficial Owners to continue the system of book -entry transfers through DTC or its successors (or any substitute depository or its successor), the Borough may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (c) In the case of any transfer pursuant to clause (i) or (ii) of (a) above, the Paying Agent shall, upon receipt of all outstanding Bonds of a series, together with a written request of the Borough and a supply of new bonds of such series, authenticate a single new Bond for each maturity of Bonds of such series then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request. (d) In the event that (i) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the Borough determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the ownership of Bonds of a series may then be transferred to any person or entity as provided in this Ordinance and the Bonds shall no longer be held in book -entry form. The Borough shall deliver a written request to the Paying Agent, together with a supply of definitive Bonds of such series, to issue Bonds of such series as provided in this Ordinance in any authorized denomination. Upon receipt of all then outstanding Bonds of such series by the Paying Agent, together with a written request of the Borough to the Paying Agent, new Bonds of such series shall be issued and authenticated in such denominations and registered in the names of such persons as are requested in such written request. (e) For so long as the Bonds are held in book -entry form under this section, the Borough and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive registered owner of the B registered in its name for the purposes of payment of principal of and interest on the Bonds, giving any notice permitted or required to be given to bondowners under this ordinance, registering the transfer of Bonds, and obtaining any consent or other action to be taken by bondowners and for all other purposes whatsoever; and neither the Borough nor the Ordinance No, 93 -65 Page 13 of 18 9 Paying Agent shall be affected by any notice to the contrary. Neither the Borough nor the Paying Agent shall have any responsibility or obligation to any DTC Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any DTC Participant, or any other person not shown on the registration books of the Paying Agent as being a registered owner with respect to: the accuracy of any records maintained by DTC or any DTC Participant, the payment by DTC or any DTC Participant of any amount in respect of the principal of or interest on the Bonds, any notice which is permitted or required to be given to bondowners under this Ordinance, or any consent given or other action taken by DTC as bondowner. The Paying Agent shall pay from monies available hereunder all principal of and interest on Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Borough's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. Section 14: Transfer and Exchange. Bonds shall be transferred only upon the books for the registration and transfer of Bonds kept at the corporate trust office of the Paying Agent. Upon surrender for transfer or exchange of any Bond at such office, with a written instrument of transfer or authorization for exchange in form and with guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner or the duly authorized attorney of the registered owner, the Borough shall execute and the Paying Agent shall authenticate and deliver an equal aggregate principal amount of Bonds of the same series and maturity of any authorized denominations, subject to such reasonable regulations as the Paying Agent may prescribe and upon payment suffi- cient to reimburse it for any tax, fee or other governmental charge required to be paid in connection with such transfer or exchange. All Bonds surrendered for transfer or exchange shall be canceled by the Paying Agent. Section 15: Bonds Mutilated. Destroyed. Stolen or Lost. Upon surrender to the Paying Agent of a mutilated Bond, the Borough shall execute and the Paying Agent shall authenticate and deliver a new Bond of like series, maturity and principal amount. Upon filing with the Paying Agent of evidence satisfactory to the Borough and the Paying Agent that a Bond has been destroyed, stolen or lost and of the ownership thereof, and upon furnishing the Borough and the Paying Agent with indemnity satisfactory to them, the Borough shall execute and the Paying Agent shall authenticate and deliver a new Bond of like series, maturity and principal amount. The person requesting the authentication and delivery of a new Bond under this section shall comply with such other reasonable regulations as the Borough and the Paying Agent may Kodiak Wand Borough, Alaska Ordinance No. 93 65 Page 14 of e Kodiak Island Borough, Alaska 9 prescribe and pay such expenses as the Borough and the Paying Agent may incur in connection therewith. Section 16: Disposition of the Proc o f Gale of t h e R n from the sale of the Bonds shall be applied to pay Costs as by resolution. Section 17: Arbitraae covenant. The Borough hereby covenants 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. Section 1 8: Compliance with Cods. The Borough hereby covenants 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 exemption from federal income taxes of the interest on the Bonds. Section 19: Sale of Bonds. The Bonds shall be sold at negotiated sale. The Mayor and Finance Director of the Borough are hereby authorized to solicit an offer for the purchase of the Bonds from John Nuveen & Co. Incorporated in such manner as they deem appropriate and thereafter to negotiate a contract for the purchase of the Bonds which is in the best interest of the Borough, said contract to be approved by the Assembly by resolution. Section 20: Authority of Officers. The Mayor, the acting Mayor, the Borough Finance Director, the acting Borough Finance Director, the Borough Clerk and the acting Borough Clerk are, and each of them hereby is, authorized and directed to do and perform all things and determine all matters not determined by this Ordinance, or to be determined by a subsequent ordinance or resolution, to the end that the Borough may carry out its obligations under the Bonds and this Ordinance. Section 21: Amendatory and Supplemental Ordinanceg. (a) The Assembly from time to time and at any time may adopt an ordinance or ordinances supplemental hereof, which ordinance or ordinances thereafter shall become a part of this Ordinance, for any one or more of the following purposes: (1) To add to the covenants and agreements of the Borough in this Ordinance, ether covenants 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 Ordinance or in regard to Ordinance No. 93-85 Pape 15 of 18 4 matters or questions arising under this Ordinance as the Assembly may deem necessary or desirable and not inconsistent with this Ordinance and which shall not adversely affect the interest of the registered owners of the Bonds. Any such supplemental ordinance may be adopted without the consent of the registered owner 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 owners of not less than 60 percent in aggregate principal amount of the Bonds at the time outstanding, the Assembly may adopt an ordinance or ordinances supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance; provided, however, that no such supplemental ordinance shall: (1) extend the fixed maturity of any of the Bonds, or reduce the rate of interest thereon, or reduce the amount or change the date of any sinking fund installment, 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 owners of each Bond so affected; or (2) reduce the aforesaid percentage of owners of Bonds required to approve any such supplemental ordinance without the consent of the owners of all of the Bonds then outstanding; and provided further, that if the Bonds are insured any such supplemental ordinance shall not be adopted without the prior written content of the Bond Insurer. It shah not be necessary for the consent of the owners of the Bonds under this subsection to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if such consent approves the substance thereof. (c) Upon the adoption of any supplemental ordinance under this section, this Ordinance shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Ordinance of the Borough and all owners of outstanding Bonds shall thereafter be subject in all respects to such modification and amendment, and all the terms and conditions of the supplemental ordinance shall be deemed to be part of the terms and conditions of this Ordinance for any and all purposes. (d) Bonds executed and delivered after the execution of any supplemental ordinance adopted under this section may bear a notation as to any matter provided for in such supplemental ordinance, and if such supplemental ordinance shall so provide, new Bonds modified so as to conform, in the opinion of the Borough, to any modification of this Kodiak Island Borough, Alaska Ordinance No. 93 -85 Papa 18 of 18 Section 22: Prohibited Sale of Bonds. No person, firm or corporation, or any agent or employee thereof, acting as financial consultant to the Borough under an agreement for 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 23: 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 Ordinance 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 said state or of any political subdivision thereof, except the Borough. Section 24: Severability. If any one or more of the provisions of this Ordinance 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 Ordinance and shall in no way affect the validity of the other provisions of this Ordinance or of the Bonds. Section 25: Effective date. Ordinance No. 93 -65 shall take effect upon adoption by the Kodiak Island Borough Assembly. Kodiak Island Borough, Make Ordinance contained in any such supplemental ordinance may be prepared by the Borough and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. (e) Notwithstanding the foregoing, (i) any provision of this Ordinance expressly recognizing or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond Insurer without the prior written consent of the Bond Insurer; and (ii) the Bond Insurer's consent shall be required in addition to Bond owner consent, when required, for any supplemental ordinance under this section. Ordinance No. 93 -85 Pape 17 of 18 ATTEST: ADOPTED BY THE KODIAK ISLAND BOROUGH ASSEMBLY THIS 18th DAY OF NOVEMBER, 1993 Donna F. Smith, C C, Borough Clerk KODIAK ISLAND BOROUGH Jero !LA 4 NAA r _ / 'i i M. Selby, Borough -ON A`_ 9Ui• me• Jack L. 'J Farland, Presiding Officer Kodiak Island Borough. Alaska Ordinance No. 93 -85 Page 18 of 18