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