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1996-11 Authorizing the Execution of an Equipment Lease/ Purchase Agreement by and Between the Borough and National Bank of Alaska Leasing Corporation and Providing for Related Matters.KODIAK ISLAND BOROUGH RESOLUTION NO. 96 -11 Introduced by: Mayor Selby Requested by: Finance Director Drafted: Bond Attorneys Introduced: 03/21/96 Adopted: 03/21/96 A RESOLUTION OF THE KODIAK ISLAND BOROUGH AUTHORIZING THE EXECUTION OF THE MASTER EQUIPMENT LEASE /PURCHASE AGREEMENT (CONTRACT NO. 95 -66) FOR THE KODIAK ISLAND HOSPITAL BY AND BETWEEN THE BOROUGH AND THE NATIONAL BANK OF ALASKA LEASING CORPORATION AND PROVIDING FOR RELATED MATTERS WHEREAS, the Kodiak Island Borough (the "Borough ") desires to lease certain medical and office equipment for the expansion and remodeling of the Kodiak Island Hospital (the "Equipment "); and WHEREAS, on December 7, 1995, the Borough Assembly awarded Contract No. 95 -66 for this lease financing to National Bank of Alaska Leasing Corporation (the "Lessor "); and WHEREAS, the Borough considers that the acquisition and leasing of the Equipment from the Lessor is in the best interest and will promote the public purpose of the Borough; and WHEREAS, there has been presented to the Borough the form of a Master Equipment Lease /Purchase Agreement (the "Agreement ") which the Borough proposes to enter into in connection with the leasing of the Equipment; and WHEREAS, it appears that the Agreement, which now is before the Borough, is in appropriate form and is an appropriate instrument for the purposes intended; NOW, THEREFORE, BE IT FURTHER RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THAT: Section 1: The leasing by the Borough of the Equipment from the Lessor under the Agreement is hereby approved. The aggregate principal amount advanced to acquire Equipment under the Agreement shall not exceed $ 1,000,000. Each principal amount advanced under the Agreement shall bear interest at a fixed rate per annum equal to the then - current Municipal Bond Rate Baa for a five -year maturity published by Bloomberg Daily plus one and one -tenth percent (1.10 %). Kodiak Island Borough, Alaska Resolution No. 96 -11 Page 1 of 3 Section 2: The form and content of the Agreement hereby are in all respects authorized, approved and confirmed, and the mayor or his designee each hereby is authorized, empowered and directed to execute and deliver the Agreement to the counterparty for and on behalf of the Borough in substantially the form and content now before this meeting but with such changes, modifications, additions and deletions therein which shall to him seem necessary, desirable and appropriate, the execution thereof to constitute conclusive evidence of the approval of any and all changes, modifications, additions or deletions therein from the form and content of the Agreement now before this meeting, and from and after the execution and delivery of the Agreement, the mayor or his designee, finance director and borough clerk each is hereby authorized, empowered and directed to do all such acts and things and to execute all documents as may be necessary to carry out and comply with the provisions of the Agreement as executed. Section 3: The mayor or his designee, finance director and borough clerk or any other person authorized by the Borough each hereby is authorized to execute and deliver for and on behalf of the Borough any and all additional certificates, documents, opinions or other papers and perform all other acts as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 4: The Borough covenants that it will not use any of the proceeds of the Agreement in such manner, or take or omit to take any other action in such manner, as to impair the exclusion from gross income for federal income tax purposes of the interest component or rent payable under the Agreement. The Agreement is hereby designated as a "qualified tax exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986 (the "Code "). The Borough hereby covenants that it shall not issue during the calendar year 1996 more than $ 10,000,000 in aggregate principal amount of tax - exempt obligations other than tax - exempt obligations described in Section 265(b)(3)(C)(ii) of the Code. The Borough further covenants that no part of the gross proceeds of the Agreement or any other funds of the Borough shall at any time be used directly or indirectly to acquire securities or obligations, the acquisition of which would cause the Agreement to be or become an "arbitrage bond" as defined in Section 148 of the Code. The Borough shall not permit any of the proceeds of the Agreement, or any products purchased with such proceeds, to be used in any manner that would cause the Agreement to constitute a "private activity bond" within the meaning of Section 141 of the Code. Section 5: The Borough intends to allocate proceeds of the Agreement to reimburse expenditures for costs of the acquisition of medical and office equipment for the expansion and remodeling of the Kodiak Island Hospital incurred prior to the issue date of the Agreement. Kodiak Island Borough, Alaska Resolution No. 96 -11 Page 2 of 3 Section 6: The provisions of this Resolution are hereby declared to be separable and, if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. ATTEST: ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS TWENTY -FIRST DAY OF MARCH, 1996 Donna F. Smith, CMC /AAE, Borough Clerk KODIAK ISLAND BOROUGH Je, me M. Selb or G. y L. Steens, Presiding Officer Kodiak Island Borough, Alaska Resolution No. 96 -11 Page 3 of 3