1991-36 Relating to the Issuance and Sale of General Obligation School Refunding Bonds, 1991, Series A and of General Obligation School Refunding Bonds, 1991 Series B Authorized by Ordinance No. 91-09.Introduced by:
Mayor Selby
Requested by:
Finance Director
Drafted by:
Bond Counsel
Introduced:
07/18/91
Adopted:
07/18/91
KODIAK ISLAND BOROUGH
RESOLUTION NO. 91-36
A RESOLUTION RELATING TO THE ISSUANCE AND SALE OF $4,875,000
OF GENERAL OBLIGATION SCHOOL REFUNDING BONDS, 1991 SERIES A
AUTHORIZED BY ORDINANCE NO. 91-09;
FIXING THE DATE, TERMS, MATURITIES AND INTEREST RATES FOR SAID
BONDS;
PROVIDING FOR THE USE AND APPLICATION OF THE PROCEEDS OF SAID
BONDS; APPROVING THE EXECUTION OF A CONTRACT OF PURCHASE AND
RELATED MATTERS
WHEREAS, on July 18, 1991, the Assembly of the Kodiak Island Borough (the
"Borough"), adopted Ordinance No. 91-09 (the "Ordinance") authorizing the
Issuance and sale of not to exceed $5,000,000 of General Obligation
School refunding Bonds, 1991 Series A and not to exceed $2,750,000 of
General Obligation School Refunding Bonds, 1991 Series B; and
WHEREAS, pursuant to the Ordinance, the proper officials of the Borough have
negotiated a contract of purchase dated July 18, 1991 (the "Purchase
Contract') with John Nuveen & Co. Incorporated (the "Underwriter") which
provides inter all;, for the issuance and sale by the Borough and the
purchase by the Underwriter of $4,875,000 of the General Obligation School
Refunding Bonds, 1991 Series A authorized by the Ordinance; and
WHEREAS, the Ordinance provides that the Assembly shall by resolution establish the
total amount of Bonds to be issued pursuant to the Ordinance, the date of
said Bonds, numbers, interest rates, interest payment dates, maturities and
other details of said bonds, and the principal amount and date of
redemption of the bonds to be refunded; and
WHEREAS, it is hereby found to be in the best interest of the Borough that the
Purchase Contract be approved and executed and that certain matters
relating to such Bonds and the use of the proceeds of such sale be
established.
Kodiak Island Borough, Alaska Resolution No. 91-36
Page 1 of 7
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH:
Section 1: Definitions. Terms used in this Resolution which are not otherwise
defined herein shall have the same meaning as in the Ordinance.
Section 2: Bond Sale and Purchase Contract. (A) The sale of $4,875,000 of the
General Obligation School Refunding Bonds, 1991 Series A of the
Borough, authorized by the Ordinance (the "Series A bonds"), as
provided in the Purchase Contract, is hereby authorized and approved.
The Underwriter has presented a Purchase Contract to the Assembly,
which Purchase Contract is on file with the Borough Clerk. Under the
Purchase Contract, the Underwriter has offered to purchase the Series
A bonds on the terms and conditions set forth therein, and in the
Ordinance and this Resolution. The Assembly finds that entering into the
Purchase Contract is in the Borough's best interest and, therefore,
accepts the offer contained in the Purchase Contract and authorizes the
execution and delivery of the Purchase Contract by the Borough mayor
on behalf of the Borough.
(B) The Assembly hereby finds and determines that the plan of refunding
the Refunded Bonds pursuant to the Ordinance and this Resolution may
be accomplished with the proceeds of the Series A Bonds whose sale is
authorized herein, and the remaining Bonds authorized by the Ordinance
shall not be issued.
Section 3: Issue Date. Form and Payments. The Series A bonds shall be dated July
15, 1991. The Series A Bonds shall be issued in the form of separate,
single, authenticated, fully registered bonds and upon issuance, the
ownership of such Series A Bonds shall be registered in the registry
books kept by the Paying Agent as bond registrar in the name of Cede
& Co. as nominee for DTC, the bond depository as provided in section
6 of the Ordinance. Payment of the principal of and interest on the
Series A Bonds shall be as provided in the Ordinance and this Resolution.
Section 4: Maturities and Interest Rates. The Series A Bonds shall be issued in the
denomination of $5,000 or any integral multiple thereof, shall mature on
June 1 and December 1 of the following years in the principal amounts
shown, and shall bear interest from the date thereof, payable on
December 1, 1991, and semiannually thereafter on June 1 and
December 1 in each year, at the respective rates set opposite the
maturity dates in the following table:
Maturity Date Principal Amount Interest Rate
December 1, 1991 $535,000 4.65%
June 1, 1992 250,000 4.80
Kodiak Island Borough, Alaska Resolution No. 91-36
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December 1, 1992
795,000
5.20
June 1. 1993
250,000
5.30
December 1, 1993
780,000
5.30
June 1, 1994
250,000
5.60
December 1, 1994
765,000
5.60
June 1, 1995
250,000
5.80
December 1, 1995
750,000
5.80
June 1, 1996
250,000
5.90
Section 5: Delivery of the Series A Bonds. The proper officials of the Borough are
authorized and directed to execute and deliver all documents and to do
everything necessary for the preparation and delivery of a transcript of
proceedings pertaining to the Series A Bonds and the printing,
authentication and delivery of the Series A Bonds in definitive form to
the Underwriter.
Section 6: Application of Bond Proceeds: Redemotion Date for Outstandino Series
A Bonds. (A) The proceeds of sale of the Series A Bonds shall be used
and applied as provided in the Ordinance and in Schedule A attached
hereto and by this reference made a part hereof: first, to deposit in the
Principal and Interest Fund under the Indenture an amount sufficient to
provide for the payment of the redemption price of Outstanding Bonds
in the aggregate principal amount of $4,750,000, which are hereby
designated the "Refunded Bonds" under the Ordinance; second, to pay
the premium of the Bond Insurer; and, third, to pay the remaining
amount over to the Borough to pay the costs of issuance of the Series
A Bonds.
(B) The date of redemption of the Outstanding Bonds pursuant to the
Ordinance shall be August 29, 1991.
Section 7: Ratification. All actions taken by the Mayor and the Finance Director
relative to the sale of the Series A Bonds are hereby in all respects
ratified and confirmed.
Section 8. Provisions Relative to Bond Insurer. Municipal Bond Investors Assurance
Corporation, a stock insurance company incorporated under the laws of
the state of New York, is hereby designated as the "Bond Insurer" under
the Ordinance pursuant to its commitment to issue a policy of bond
insurance dated July 9, 1991 (the "Commitment"), and the term "Bond
Insurer' shall include any successor thereto. The Bond Insurer has
committed to issue, under the terms of its Commitment, a municipal
bond insurance policy insuring the payment when due of the principal of
and interest on the Series A Bonds as provided therein (the "Municipal
Bond Insurance Policy"). For so long as the Bond Insurer maintains the
Municipal Bond Insurance Policy:
Kodiak Island Borough, Alaska Resolution No. 91-36
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to by the Bond Insurer shall be sent to Standard & Poor's Corporation.
(2) The Bond Insurer shall receive notice of the resignation or removal
of the Paying Agent and the appointment of a successor thereto.
(3) The Bond Insurer shall receive copies of all notices required to be
delivered to bondowners and, on an annual basis, copies of the Borough's
audited financial and annual budget.
(4) Any notice that is required to be given to an owner of the Series A
Bonds or to the Paying Agent pursuant to the Ordinance shall also be
provided to the Bond Insurer. All notices required to be given to the Bond
Insurer under the Ordinance shall be in writing and shall be sent by
registered or certified mail addressed to Municipal Bond Investors
Assurance Corporation, 113 King Street, Armonk, New York 10504
Attention: Surveillance,
Section 9: Payment Procedure Pursuant to Municipal Bond Insurance Policy. As long
as the Municipal Bond Insurance Policy is in full force and effect, the
Borough and the Paying Agent agree to comply with the following
provisions:
(1) In the event that, on the second business day, and again on the
business day, prior to the payment date on the Series A Bonds, the paying
Agent has not received sufficient moneys to pay all principal of and interest
on the Series A Bonds due on the second following or following, as the
case may be, business day, the Paying Agent shall immediately notify the
Bond Insurer or its designee on the same business day by telephone or
telegraph, confirmed in writing by registered or certified mail, of the amount
of the deficiency.
(2) If the deficiency is made up in whole or in part prior to or on the
payment date, the Paying Agent shall so notify the Bond Insurer or its
designee.
(3) In addition, if the Paying Agent has notice that any bondholder has
been required to disgorge payments of principal or interest on the Series A
Bonds to a trustee in bankruptcy or creditors or others pursuant to a final
judgment by a court of competent jurisdiction that such payment constitutes
a voidable preference to such bondholder within the meaning of any
applicable bankruptcy laws, then the paying Agent shall notify the Bond
Insurer or its designee of such fact by telephone or telegraphic notice,
confirmed in writing by registered or certified mail.
(4) The Paying Agent is hereby irrevocable designated, appointed,
directed and authorized to act as attorney-in-fact for owners of the Series
A Bonds as follows:
(a) If and to the extent there is a deficiency in amounts required to pay
interest on the Series A Bonds, the paying Agent shall (i) execute and
deliver to Citibank, N.A., or its successors under the policy (the "Insurance
Paying Agent"), in form satisfactory to the Insurance Paying Agent, an
instrument appointing the Bond Insurer as agent for such owners in any
legal proceeding related to the payment of such interest and an assignment
Kodiak Island Borough, Alaska Resolution No. 91-36
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to the Bond Insurer of the claims for interest to which such deficiency
relates and which are paid by the Bond Insurer, (ii) receive as designee of
the respective owners (and not as Paying Agent) in accordance with the
tenor of the policy payment from the Insurance Paying Agent with respect
to the claims for interest so assigned, and (iii) disburse the same to such
respective owners; and
(b) if and to the extent of a deficiency in amounts required to pay principal
of the Series A Bonds, the Paying Agent shall (i) execute and deliver to the
Insurance Paying Agent in form satisfactory to the Insurance Paying Agent
an instrument appointing the Bond Insurer as agent for such owner in any
legal proceeding relating to the payment of such principal and an
assignment to the Bond Insurer of any of the Series A Bonds surrendered
to the Insurance Paying Agent or so much of the principal amount thereof
as has not previously been paid or for which moneys are not held by the
Paying Agent and available for such payment (but such assignment shall
be delivered only if payment from the Insurance Paying Agent is received),
(ii) receive as designee of the respective owners (and not as Paying Agent)
in accordance with the tenor of the policy payment therefor from the
Insurance Paying Agent, and (iii) disburse the same to such owners.
(5) Payments with respect to claims for interest on and principal of
Series A Bonds disbursed by the Paying Agent from proceeds of the policy
shall not be considered to discharge the obligation of the Borough with
respect to such Series A Bonds, and the Bond Insurer shall become the
owner of such unpaid Series A Bonds and claims for interest in accordance
with the tenor of the assignment made to it under the provisions of this
section or otherwise.
(6) Irrespective of whether any such assignment is executed and
delivered, the Borough and the Paying Agent hereby agree for the benefit
of the Bond Insurer that:
(a) they recognize that to the extent the Bond Insurer makes payments,
directly or indirectly (as paying through the Insurance Paying Agent), on
account of principal of or interest on the Series A Bonds, the Bond Insurer
will be subrogated to the rights of such owners to receive the amount of
such principal and interest from the Borough, with interest thereon as
provided and soled from the sources stated in the Ordinance and the Series
A Bonds, and
(b) they will accordingly pay to the Bond Insurer the amount of such
principal and interest (including principal and interest recovered under
subparagraph (ii) of the first paragraph of the policy, which principal and
interest shall be deemed past due and not to have been paid), with interest
thereon as provided in the Ordinance and the Series A Bonds, but only
from the sources and in the manner provided therein for the payment of
principal of and interest on the Series A Bonds to owners, and will
otherwise treat the Bond Insurer as the owner of such rights to the amount
of such principal and interest.
Kodiak Island Borough, Alaska Resolution No. 91-36
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Section 10: Parties Interested Herein. Nothing in this Resolution or the Ordinance
expressed or implied is intended or shall be construed to confer upon, or
to give to, any person or entity, other than the Borough, the Underwriter, the
paying Agent, the Bond Insurer and the registered owners of the Series A
Bonds, any right, remedy or claim under or by reason of the Resolution, the
Ordinance or any covenant, condition or stipulation thereof, and all
covenants, stipulations, promises and agreements in this Resolution or the
Ordinance contained by and on behalf of the Borough shall be for the sole
and exclusive benefit of the Borough, the Underwriter, the Paying Agent,
the Bond Insurer and the registered owners of the Series A Bonds.
Section 11: Effective Date. This Resolution shall take effect immediately.
PASSED AND APPROVED THIS 18th DAY OF JULY, 1991.
ATTEST:
Borough Clerk
Kodiak Island Borough, Alaska
KODIAK ISLAND BOROUGH
�I
Boro h Mayor
Pr sidin fficer
Resolution No. 91-36
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Schedule A
ESTIMATED APPLICATION OF SERIES A BOND PROCEEDS
Sources of Funds
Par Amount of Series A Bonds $4,875,000.00
Original Issue Discount (10,015.45)
Deposit to Principal
and Interest Fund
Underwriter's Discount
Costs of Issuance
Bond Insurance Premium
Contingency
Kodiak Island Borough, Alaska
$4,864,984.55
$4,738,047.40
51,480.00
42,300.00
28,000.00
5,157.15
$4,864,984.55
Resolution No. 91-36
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