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1995-44 Authorizing the Finance Director of the Kodiak Island Borough to Issue Three Million Dollars ($3,000,000) in Revenue Anticipation Notes in Anticipation of the State Funding for the Completion of the Kodiak Island Hospital Addition.KODIAK ISLAND BOROUGH RESOLUTION NO. 95 -44 Introduced by: Mayor Selby Requested by: Mayor Selby Drafted: Finance Director and Bond Counsel Introduced: 12/07/95 Adopted: 12/07/95 A RESOLUTION OF THE KODIAK ISLAND BOROUGH, ALASKA AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $3,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF REVENUE ANTICIPATION NOTES OF THE BOROUGH; FIXING CERTAIN DETAILS OF SAID NOTES; PROVIDING FOR THE FORM AND MANNER OF SALE OF SAID NOTES; PLEDGING THE RECEIPTS FROM AD VALOREM PROPERTY TAXES TO BE LEVIED DURING 1996 AND THE FULL FAITH AND CREDIT OF THE BOROUGH TO THE PAYMENT THEREOF; AUTHORIZING THE FINANCE DIRECTOR TO NEGOTIATE AND EXECUTE A CONTRACT FOR THE PURCHASE AND SALE OF SAID NOTES; AND PROVIDING FOR RELATED MATTERS WHEREAS, the Kodiak Island Borough (the "Borough ") faces a shortfall of 83,000,000 to complete construction of the Kodiak Island Hospital addition; and WHEREAS, the state of Alaska and Governor Tony Knowles have promised to grant to the Borough 83,000,000 to make up this shortfall; and WHEREAS, the state of Alaska budget for fiscal year 1997 will not be approved until May or June of 1996; and WHEREAS, the Borough will run out of funds to continue construction of the hospital addition by March 1996; and WHEREAS, it would be very expensive to have the contractor de- mobilize in March 1996 and then re- mobilize in July 1996; and WHEREAS, under Alaska Statutes 29.47.020, the Borough may by resolution authorize the issuance of revenue anticipation notes, and the assembly may delegate to the finance director the power to issue the notes from time to time under the terms and conditions of the resolution that provides for the manner of their sale; and WHEREAS, the assembly has determined and does hereby determine that it is necessary and advisable and in the best interest of the Borough and its inhabitants that revenue anticipation notes in an amount not to exceed 83,000,000 be issued at Kodiak Island Borough, Alaska Resolution No. 95-44 Page 1 of 12 this time for the purpose of raising funds to pay costs of constructing the Kodiak Island Hospital addition until sufficient money from receipt of a grant for the Kodiak Island Hospital addition or from other revenue sources, including without limitation 1996 ad valorem property taxes, is available. NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that: Section 1: Purpose. The purpose of this resolution is to authorize the issuance and sale of not to exceed $3,000,000 of revenue anticipation notes to provide funds to pay the costs of constructing the Kodiak Island Hospital addition until sufficient funds from receipt of a grant for the Kodiak Island Hospital addition or from other revenue sources, including without limitation 1996 ad valorem property taxes, are available, to pay the costs of issuance of the revenue anticipation notes authorized herein, and to fix certain details of said notes to be issued. Section 2: Pafinitinns The following terms shall have the following meanings in this resolution: (a) "Assamhly" 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) "Rnrnugh" 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. (c) "Cade" means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations effective or promulgated and applicable thereto. (d) "Note" or "dotes" means any of the Borough's 1995 General Obligation Revenue Anticipation Notes, the issuance and sale of which are authorized herein. (e) "Iota Ragistar" means the registration books maintained by the Registrar containing the names and addresses of the owners of the Notes. (f) "Ragictrar" means the Borough finance director. Section 3: Authority for Resolution. The Borough has ascertained and hereby determines that each and every matter and thing as to which provision is made in this resolution is necessary in order to carry out and effectuate 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 Notes. Kodiak Island Borough, Alaska Resolution No. 95 -44 Page 2 of 12 Section 4: (lhligatinn nf Nntes Platte The receipts of the Borough from the payment of any grant for the Kodiak Island Hospital addition and from other revenue sources, including without limitation ad valorem property taxes levied by the Borough in 1996, are hereby pledged to the payment of the principal of and interest on the Notes. In addition, the Notes shall be direct and general obligations 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 Notes. 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 Notes as the same become due and payable. Section 5: Anthnri7atinn nf Nntna and Purpnce nf Iccuanrq For the purpose of providing the funds required to pay costs of constructing the Kodiak Island Hospital addition, until sufficient funds from the receipt of a grant for the Kodiak Island Hospital addition or from other revenue sources, including without limitation 1996 ad valorem property taxes, are available, and to pay all costs incidental to the issuance of the Notes, the Borough hereby authorizes and determines to issue and sell the Notes in the aggregate principal amount of not to exceed $3,000,000 as determined by the finance director pursuant to Section 19 of this resolution. Section 6: Posignatinn, Rat - a, Maturitiaa, Payment Ilatea and Fnrm nf Nntas The Notes shall be designated "Kodiak Island Borough, Alaska, 1995 General Obligation Revenue Anticipation Notes" shall be dated the date of delivery and shall mature on a date which is not later than December 31, 1996 as established by the finance director pursuant to Section 19 of this resolution. The Notes shall bear interest calculated on the basis of a 360 -day year composed of twelve 30 -day months from their date payable at the maturity or earlier redemption thereof at the rate per annum fixed and determined by the finance director pursuant to Section 19 of this resolution. The Notes shall be registered as to principal and interest as herein provided. The Notes shall each be of the denomination of five thousand dollars ($5,000) or any integral multiple thereof. Each Note shall bear a number or letter, or a number and letter, distinguishing it from every other Note in the manner and with such additional designation as the Registrar deems necessary for purposes of identification. The Notes shall be substantially in the form hereinafter set forth, with such appropriate variations, omissions or insertions as are permitted or required by this resolution, and may have endorsed thereon 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. Kodiak Island Borough, Alaska Resolution No. 95 -44 Page 3 of 12 Section 7: Additional nataila nf Nat- g Each of the Notes shall be signed by the manual signature of the mayor and the official seal of the Borough (or a facsimile thereof) shall be affixed, imprinted or otherwise reproduced on the Note and attested by the manual signature of the borough clerk. In case any of the officers who shall have signed, attested or registered any of the Notes shall cease to be such officer before such Note has been actually issued and delivered, such Note shall be valid nevertheless and may be issued by the Borough with the same effect as though none of the persons who had signed, attested or registered such Note had ceased to be such officer. The Notes also may be signed and attested on behalf of the Borough by such persons as at the actual date of execution of such Notes shall be the proper officers of the Borough although at the original date of such Notes any such person shall not have been such officer. The principal and the interest on the Notes shall be payable in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. The principal and interest on the Notes shall be payable at maturity of the Notes upon presentment of the Notes at the office of the Registrar. Section 8: Rariemptinn nf Nntaq The Notes shall be subject to optional redemption, in whole or in part at any time, at a redemption price equal to the principal amount of the Notes to be redeemed plus accrued interest to the date of redemption. Section 9: NnrinA nf Redamprinn Notice of any intended redemption of the Notes shall be given not less than 30 nor more than 45 days prior to the date fixed for redemption by United States mail to the registered owners of the Notes to be redeemed at their addresses as they appear on the Note 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. All official notices of redemption shall be dated and shall state the redemption date and the redemption price. Section 10: Fnrm nf Nnta4 Each Note shall be in substantially the following form, with such variations, omissions and insertions as may be required or permitted by this resolution: Kodiak Island Borough, Alaska Resolution No. 95-44 Page 4 of 12 UNITED STATES OF AMERICA STATE OF ALASKA KODIAK ISLAND BOROUGH (A Municipal Corporation of the State of Alaska) NO. $ INTEREST RATE Registered Owner: Principal Amount: 1995 GENERAL OBLIGATION REVENUE ANTICIPATION NOTE MATURITY DATE 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, upon presentation and surrender hereof, 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, calculated on the basis of a 360 -day year composed of twelve 30 -day months, payable on the Maturity Date identified above. The principal and interest of this Note 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 pay- ment of public and private debts. Principal and interest shall be paid to the Registered Owner or assigns upon presentation and surrender of this Note at the office of the Borough finance director (the "Registrar "). This Note is one of the 1995 General Obligation Revenue Anticipation Notes of the Borough, aggregating $ in principal amount, and constituting Notes autho- rized for the purpose of providing funds to pay costs of constructing the Kodiak Island Hospital addition until sufficient funds from the receipt of a grant for the Kodiak Island Hospital addition or from other revenue sources, including without limitation 1996 ad Kodiak Island Borough, Alaska Resolution No. 95-44 Page 5 of 12 valorem property taxes, are available, and is issued pursuant to Resolution No. 95 -44 of the Borough entitled: (the "Resolution "). A RESOLUTION OF THE KODIAK ISLAND BOROUGH, ALASKA, AUTHORIZING AND PROVIDING FOR THE ISSU- ANCE OF NOT TO EXCEED $3,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF REVENUE ANTICIPATION NOTES OF THE BOROUGH; FIXING CERTAIN DETAILS OF SAID NOTES; PROVIDING FOR THE FORM AND MANNER OF SALE OF SAID NOTES; PLEDGING THE RECEIPTS FROM AD VALOREM PROPERTY TAXES TO BE LEVIED DURING 1996 AND THE FULL FAITH AND CREDIT OF THE BOROUGH TO THE PAYMENT THEREOF; AUTHORIZING THE FINANCE DIRECTOR TO NEGOTIATE AND EXECUTE A CONTRACT FOR THE PURCHASE AND SALE OF SAID NOTES; AND PROVIDING FOR RELATED MATTERS. The Notes shall be subject to optional redemption, in whole or in part at any time, at a redemption price equal to the principal amount of the Notes to be redeemed plus accrued interest to the date of redemption. This Note is transferable as provided in the Resolution. The Borough and the Registrar may treat and consider the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal of and interest due hereon and for all other purposes whatsoever. The receipts of the Borough from any grant for the Kodiak Island Hospital addition, and from other revenue sources, including without limitation ad valorem property taxes levied by the Borough in 1996, are pledged to the payment of the principal of and interest on this Note. This Note is a general obligation of the Borough and the full faith and credit of the Borough are pledged for the payment of the principal of and interest on this Note. 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 Notes as the same become due and payable. 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 Note, exist, have Kodiak Island Borough, Alaska Resolution No. 95 -44 Page 6 of 12 happened and have been performed, and that the series of Notes 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 Note to be signed in its name and on its behalf by the signature of its mayor and its corporate seal to be hereunto affixed, imprinted or otherwise reproduced and attested by the signature of its borough clerk, all as of the day of 199 . [SEAL] ATTEST: Donna F. Smith, CMC, Borough Clerk Jerome M. Selby, Borough Mayor Gary L. Stevens, Presiding Officer Section 11: Appliratinn of Nnte Prnennris The proceeds of the sale of the Notes shall be applied to pay costs of constructing the Kodiak Island Hospital addition and costs of issuing the Notes. The sale proceeds of the Notes shall be deposited in the appropriate funds or accounts of the Borough for such purposes. Section 12: Nnte Registrar The finance director is hereby appointed Registrar for the Notes. The Registrar shall maintain a Note Register which shall include the names and addresses of the owners of the Notes and which shall provide for the registration, transfer and exchange of Notes. The Borough covenants that, until all Notes have been surrendered and canceled, it will maintain a system for recording the ownership of each Note that complies with the provisions of Section 149 of the Code. Section 13: Mutilated, tleetrnyed, Stnlen nr I net Nnt -e In case any Note shall become mutilated or be destroyed, stolen or lost, the Borough may cause to be executed, and shall deliver, a new Note of like principal amount and interest rate in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed, stolen or lost, in each case upon the registered owner thereof paying the reasonable expenses and charges of the Borough Kodiak Island Borough, Alaska Resolution No. 95 -44 Page7of 12 in connection therewith and in the case of a Note destroyed, stolen or lost, filing by the owner with the Registrar evidence satisfactory to the Borough that such Note was destroyed, stolen or lost and the owner's ownership thereof, and furnishing the Borough with indemnity satisfactory to it. Any new Note so delivered may bear a number differing from the number of the Note it replaces. Section 14: Trancfar nf Nntac and Ilalivery nf New Nntac Any Note may be transferred only upon the books kept for the registration and transfer of Notes by the Registrar, upon surrender thereof at the office of the Registrar, together with an assignment duly executed by the registered owner or the registered owner's attorney in such form as shall be satisfactory to the Registrar. Upon the transfer of any such Note, there shall be executed in the name of the transferee, and the Borough shall cause to be authenticated and delivered, a new registered Note or Notes of the same aggregate principal amount and the same interest rate in any of the authorized denominations. In all cases in which Notes may be transferred under this resolution, the Borough shall execute and deliver Notes in accordance with the provisions of this resolution. Any such transfer shall be without cost to the registered owner, except that the Borough may make a charge for every such registration, exchange or transfer of Notes sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such registration, exchange or transfer, and such charge or charges shall be paid before any such new Note shall be delivered. Section 15: Ownership nf Nntac As to any Note, the person in whose name the same shall be registered on the Note Register shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of such Note and the interest on such Note shall be made only to or upon the order of the registered owner thereof or the owner's legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon, to the extent of the sum or sums so paid. The Notes shall be negotiable instruments to the extent provided by Alaska Statutes, Title 45.08. The Borough shall be entitled to treat the person in whose name any Note is registered as the absolute owner thereof for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary. The Borough will not have any responsibility or obligation, legal or otherwise, to any other party, except to the owners of the Notes. Section 16: flacignatinn ac r)iialifiad Tax Fxampt fhligatinns The Notes are hereby designated as "qualified tax exempt obligations" in accordance with Section 265(b113) Kodiak Island Borough, Alaska Resolution No. 95-44 Page 8 of 12 of the Code, and the Borough hereby covenants that it shall not issue during the calendar year 1995 more than 510,000,000 in aggregate principal amount of tax exempt obligations other than tax exempt obligations described in Section 265(b)(3)1C)(ii) of the Code. Section 17: Arhitrage (:nvanant The Borough covenants with the registered owners of all Notes at any time outstanding that it will make no use of the proceeds of the Notes which will cause the Notes to be "arbitrage bonds" subject to federal income taxation by reason of Section 148 of the Code. To that end, so long as any of the Notes are outstanding, the Borough, with respect to the proceeds of the Notes, shall comply with all requirements of said Section 148 and of all regulations of the United States Department of Treasury issued thereunder, to the extent that such require- ments are, at the time, applicable and in effect. Section 18; r.nmplianra with Coda. 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 Notes. The Borough hereby further covenants to observe any and all applicable requirements in any future federal tax legislation to the extent that such compliance is determined by the Borough to be legal and practicable and required for such exemption. Section 19: Sala nf Nnte Final Tarms The Notes shall be sold at negotiated sale. The finance director is hereby authorized to negotiate terms for the purchase of not to exceed three million dollars (53,000,000) in principal amount of the Notes and to execute a contract with the purchaser for the purchase of the Notes which is in the best interest of the Borough. The interest rate for the Notes shall be determined by agreement between the finance director and the purchaser, provided that the interest rate shall not exceed seven percent (7%). The finance director is hereby authorized to execute the final form of the purchase contract with the purchaser of the Notes upon his approval of the details of the Notes including the delivery date, the total principal amount, the maturity date, the interest rate per annum on the Notes. The authority granted to the finance director by this Section shall expire on December 31, 1995. If the terms of the Notes have not been approved by the finance director in accordance with the delegated authority of this Section by said date, the Notes shall be sold in the manner determined by a subsequent resolution of the assembly. Section 20: Authority nf (lffirars The mayor, the acting mayor from time to time, Kodiak Island Borough, Alaska Resolution No. 95 -44 Page 9 of 12 the finance director, the acting finance director from time to time, the borough clerk and the acting borough clerk from time to time, are, and each of them hereby is, authorized and directed to do and perform all things and determine all matters not determined by this resolution, or to be determined by a subsequent resolution of the Borough, to the end that the Borough may carry out its obligations under the Notes and this resolution. The proper officials of the Borough are authorized and directed to execute all documents and to do everything necessary for the delivery of the Notes. Section 21: Amandatnry and Supplemental Rasnlutinns (a) The assembly from time to time and at any time may adopt a resolution or resolutions supplemental hereof, which resolution or resolutions thereafter shall become a part of this resolution, for any one or more of the following purposes: (1) To add to the covenants and agreements of the Borough contained in this resolution other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the Borough. (2) To make such provisions for the purpose of curing any ambiguities or of curing, correcting or supplementing any defective provision contained in this resolution or in regard to matters or questions arising under this resolution as the assembly may deem necessary or desirable and not inconsistent with this resolution and which shall not adversely affect the interests of the registered owners of the Notes. Any such supplemental resolution of the assembly may be adopted without the consent of the registered owner of any of the Notes at any time outstanding, notwith- standing any of the provisions of subsection (b) of this Section. (b) With the consent of the registered owners of not less than sixty percent (60 %) in aggregate principal amount of the Notes at the time outstanding, the assembly may adopt a resolution or resolutions supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this resolution or of any supplemental resolution; provided, however, that no such supplemental resolution shall: (1) Extend the fixed maturity of the Notes, or reduce the rate of interest thereon, or extend the time of payment of interest from its due date, or reduce the amount of the principal thereof, without the consent of the owner of each Note so affected; or Kodiak Island Borough, Alaska Resolution No. 95 -44 Page 10 of 12 (2) Reduce the aforesaid percentage of owners of Notes required to approve any such supplemental ordinance without the consent of the owners of all of the Notes then outstanding. It shall not be necessary for the consent of the owners of the Notes under this subsection to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent approves the substance thereof. (c) Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations of the Borough under this resolution and all owners of Notes outstanding hereunder shall thereafter be determined, exercised and enforced thereunder, subject in all respects to such modification and amendment, and all the terms and conditions of any such supplemental resolution shall be deemed to be part of the terms and conditions of this resolution for any and all purposes. (d) Notes executed and delivered after the execution of any supplemental resolution adopted pursuant to the provisions of this Section may bear a notation as to any matter provided for in such supplemental resolution, and if such supplemental resolution shall so provide, new Notes so modified so as to conform, in the opinion of the Borough, to any modification of this resolution contained in any such supple- mental resolution may be prepared by the Borough and delivered without cost to the registered owners of the Notes then outstanding, upon surrender for cancellation of such Notes in equal aggregate principal amounts. Section 22: Finnd Cnunsal and Financial Advisnr The assembly authorizes retention of the law firm of Wohlforth, Argetsinger, Johnson & Brecht as bond counsel for the Notes, for a fee not to exceed $10,000 plus expenses. The finance director is authorized to retain a financial advisor for the Notes, for a fee not to exceed $10,000. Section 23: Prnhihitad Sala of Nntes 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 Notes is eligible to purchase the Notes as a member of the original underwriting syndicate either at public or private sale. Section 24: Miscallaneo' is. No recourse shall be had for the payment of the principal of or the interest on the Notes or for any claim based thereon or on this resolution against any member of the assembly or officer of the Borough or any person executing the Notes. The Notes 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 Kodiak Island Borough, Alaska Resolution No. 9544 Page 11 or 12 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 25: Saverahility, If any one or more of the covenants and agreements provided in this resolution to be performed on the part of the Borough shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements shall be null and void and shall be deemed separable from the remaining covenants and agreements in this resolution and shall in no way affect the validity of the other provisions of this resolution or of the Notes. Section 26: Fffertiva natq. This resolution shall take effect immediately. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS SEVENTH DAY OF DECEMBER, 1995 KODIAK ISLAND BOROUGH ATTEST: 1 T Q-y-,. r..A1 Donna F. Smith, CMC, Borough Clerk e M. Sel . : orou Je a I L. Stev 7s, Presiding Officer Kodiak Island Borough, Alaska Resolution No. 95.44 Page 12 of 12