FY2011-18 General Obligation School Bonds Sale Introduced by: Borough Manager
Requested by: Finance Director
Drafted by: Bond Counsel
Introduced: 02/03/2011
Adopted: 02/03/2011
1 KODIAK ISLAND BOROUGH
2 RESOLUTION NO. FY2011 -18
3
4 A RESOLUTION OF THE KODIAK ISLAND BOROUGH ASSEMBLY
5 AUTHORIZING THE BOROUGH TO ISSUE GENERAL OBLIGATION
6 SCHOOL BONDS, 2011 SERIES A IN THE PRINCIPAL AMOUNT NOT TO
7 EXCEED $8,000,000 TO PROVIDE FUNDS FOR SCHOOL AND RELATED
8 CAPITAL IMPROVEMENTS IN THE BOROUGH AND TO PAY COSTS OF
9 ISSUING THE BONDS, FIXING CERTAIN DETAILS OF SUCH BONDS,
10 AUTHORIZING THEIR SALE, AND PROVIDING FOR RELATED MATTERS
11
12 WHEREAS, pursuant to Ordinance No. FY2010 -03 of the Kodiak Island Borough, Alaska
13 (the "Borough"), adopted August 6, 2009, a question whether the Borough should issue not
14 to exceed $76,310,000 in general obligation bonds for the purpose of paying the cost of
15 planning, designing and constructing school and related capital improvements in the
16 Borough, including without limitation the reconstruction and renovation of the Kodiak High
17 School, referred to at the regular Borough election held on October 6, 2009 as Proposition
18 No. 1 ( "Proposition 1 "), was passed and approved; and
19
20 WHEREAS, said election has been duly canvassed and the results thereof certified and
21 confirmed in accordance with law, and $76,310,000 principal amount of general obligation
22 bonds remains unissued under Proposition 1; and
23
24 WHEREAS, the Assembly finds that it is in the best interest of the Borough to plan, design
25 and construct the school capital improvements described in Proposition 1 as the •
26 reconstruction and renovation of the Kodiak High School (the "Project "), and to issue not to
27 exceed $8,000,000 principal amount of general obligation bonds referred to in Proposition 1,
28 to pay part of the costs of the Project and costs of issuing the bonds; and
29
30 WHEREAS, Section 29.47.410 of the Alaska Statutes provides that the Assembly by
31 resolution may provide for the form and manner of sale of bonds and notes; and
32
33 WHEREAS, the Assembly finds that it is necessary and appropriate to delegate to each of
34 the Borough Manager and Borough Finance Director authority to determine the maturity
35 amounts, interest rates and other details of the bonds, and to determine other matters that
36 are not provided for in this resolution; and
37
38 WHEREAS, the Borough intends to sell the bonds to the Alaska Municipal Bond Bank,
39 which will purchase the bonds with the proceeds of an issue of its general obligation bonds;
40 and
41
42 WHEREAS, there has been presented to the Borough the form of a Loan Agreement
43 between the Alaska Municipal Bond Bank and the Borough, which provides for the Alaska
44 Municipal Bond Bank to purchase the bonds on the terms and conditions set forth therein
45 and in this resolution, and it is in the best interest of the Borough that the Borough sell the
46 bonds to the Alaska Municipal Bond Bank under such terms and conditions.
47
Kodiak Island Borough Resolution No. FY2011 -18
Page 1 of 12
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH THAT:
48
49 Section 1: Definitions. In addition to terms which are defined in the recitals above, the
50 following terms shall have the following meanings in this resolution:
51
52 (a) "Assembly" means the Assembly of the Kodiak Island Borough, as the
53 general legislative authority of the Kodiak Island Borough, as the same shall
54 be duly and regularly constituted from time to time.
55
56 (b) "Bond" or "Bonds" means any of the "General Obligation School
57 Bonds, 2011 Series A" of the Kodiak Island Borough, the issuance and sale
58 of which are authorized herein.
59
60 (c) "Bond Bank" means the Alaska Municipal Bond Bank, a public
61 corporation of the State of Alaska.
62
63 (d) "Bond Bank Bonds" means the series of general obligation bonds
64 issued by the Bond Bank, all or part of the proceeds of which are used to
65 purchase the Bonds.
66
67 (e) "Bond Register" means the registration books maintained by the
68 Registrar, which include the names and addresses of the Registered Owners
69 of the Bonds or their nominees.
70
71 (f) "Borough" means the Kodiak Island Borough, a municipal corporation
72 of the State of Alaska, organized as a second class Borough under Title 29 of
73 the Alaska Statutes.
74
75 (g) "Code" means the Internal Revenue Code of 1986, as amended from
76 time to time, together with all regulations applicable thereto.
77
78 (h) "Cost" or "Costs" means the cost of planning, designing, acquiring
79 property for, acquiring, constructing, installing and equipping the Project,
80 including interest on the Bonds during the period of planning, designing,
81 acquiring property for, acquiring, constructing, installing and equipping the
82 Project, the cost whether incurred by the Borough or by another of field
83 surveys and advance planning undertaken in connection with the Project
84 properly allocable to the Project, the cost of acquisition of any land or interest
85 therein required as the site or sites of the Project or for use in connection
86 therewith, the cost of any indemnity and surety bonds and premiums on
87 insurance incurred in connection with the Project prior to or during
88 construction thereof, all related direct administrative and inspection expenses
89 whether incurred by the Borough or by another in connection with the Project
90 prior to or during construction thereof and allocable portions of direct costs of
91 the Borough, legal fees, costs of issuance of the Bonds by the Borough,
_ 92 including financing charges and fees and expenses of bond counsel, financial
93 advisors and consultants in connection therewith, the cost of any bond
94 insurance premium and bond ratings, the cost of audits, the cost of all
95 machinery, apparatus and equipment, cost of engineering, architectural
Kodiak Island Borough Resolution No. FY2011 -18
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96 services, designs, plans, specifications and surveys, estimates of cost, the
97 reimbursement of all moneys advanced from whatever source for the
98 payment of any item or items of cost of the Project, and all other expenses
99 necessary or incidental to the acquisition and development of the Project, the
100 financing thereof and the putting of the same in use and operation.
101
102 (i) "Government Obligations" means obligations that are either (i) direct
103 obligations of the United States of America or (ii) obligations of an agency or
104 instrumentality of the United States of America the timely payment of the
105 principal of and interest on which are unconditionally guaranteed by the
106 United States of America
107
108 (1) "Loan Agreement" means the Loan Agreement between the Borough
109 and the Bond Bank concerning the Bonds.
110
111 (k) "Registered Owner" means the person named as the registered
112 owner of a Bond in the Bond Register.
113
114 (I) "Registrar" means the Borough Finance Director, or any successor
115 that the Borough may appoint by resolution.
116
117 (m) "Resolution" means this Resolution No. FY2011 -_ of the Borough.
118
119 Section 2: Authorization of Bonds and Purpose of Issuance. For the purpose of
120 providing part of the funds required to pay the Costs of the Project, to provide
121 for original issue discount, if any, and to pay all costs incidental thereto and to
122 the issuance of the Bonds, the Borough hereby authorizes and determines to
123 issue and sell the Bonds in the aggregate principal amount of not to exceed
124 $8,000,000.
125
126 Section 3: Obligation of Bonds. The Bonds shall be direct and general obligations of the
127 Borough and the full faith and credit of the Borough are hereby pledged to the
128 payment of the principal of and interest on the Bonds. The Borough hereby
129 irrevocably pledges and covenants that it will levy and collect taxes upon all
130 taxable property within the Borough without limitation as to rate or amount, in
131 amounts sufficient, together with other funds legally available therefor, to pay
132 the principal of and interest on the Bonds as the same become due and
133 payable.
134
135 Section 4: Designation, Maturities, Interest Rates, and Other Details of Bonds. The
136 Bonds shall be designated "Kodiak Island Borough, Alaska, General
137 Obligation School Bonds, 2011 Series A." The Bonds shall be in the
138 denomination of $5,000 or any integral multiple thereof, shall be numbered
139 separately in the manner and with such additional designation as the
140 Registrar deems necessary for purposes of identification, and may have
141 endorsed thereon such legends or text as may be necessary or appropriate
142 to conform to the rules and regulations of any governmental authority or any
143 usage or requirement of law with respect thereto.
144
145
146
Kodiak Island Borough Resolution No. FY2011 -18
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147 The Bonds shall mature in one or more years commencing no earlier than
148 2011 and ending no later than 2032. The Bonds shall bear interest from their
149 date, payable commencing on a date on or after July 1, 2011 and semi -
150 annually thereafter. Interest will be computed on the basis of a 360 -day year
151 consisting of twelve 30 -day months.
152
153 Subject to Section 2 and the remainder of this section, the dated date, the
154 principal and interest payment dates, the record dates for interest payments,
155 the aggregate principal amount, the principal amount of each maturity, and
156 the interest rates on the Bonds shall be determined at the time of execution of
157 the Loan Agreement under Section 17.
158
159 Section 5: Optional Redemption. The Bonds, if any, subject to optional redemption by
160 the Borough, the time or times when such Bonds are subject to optional
161 redemption, the terms upon which such Bonds may be redeemed, and the
162 redemption price or redemption prices for such Bonds, shall be determined at
163 the time of execution of the Loan Agreement under Section 17.
164
165 Section 6: Selection of Bonds for Redemption; Notice of Redemption.
166
167 (a) Selection of Bonds for Redemption. When the Bond Bank is the
168 Registered Owner of the Bonds, the selection of Bonds to be redeemed shall
169 be made as provided in the Loan Agreement. When the Bond Bank is not the
170 Registered Owner of the Bonds, the selection of Bonds to be redeemed shall
171 be made as provided in this subsection (a). If the Borough redeems at any
172 one time fewer than all of the Bonds having the same maturity date, the
173 particular Bonds or portions of Bonds of such maturity to be redeemed shall
174 be selected by lot (or in such other manner determined by the Registrar) in
175 increments of $5,000. In the case of a Bond of a denomination greater than
176 $5,000, the Borough shall treat such Bond as representing such number of
177 separate Bonds each of the denomination of $5,000 as is obtained by
178 dividing the actual principal amount of such Bond by $5,000. In the event
179 that only a portion of the principal amount of a Bond is redeemed, upon
180 surrender of such Bond at the office of the Registrar there shall be issued to
181 the Registered Owner, without charge therefor, for the then unredeemed
182 balance of the principal sum thereof, at the option of the Registered Owner, a
183 Bond or Bonds of like maturity and interest rate in any of the denominations
184 authorized herein.
185
186 (b) Notice of Redemption. When the Bond Bank is the Registered Owner
187 of the Bonds, notice of any intended redemption of Bonds shall be given as
188 provided in the Loan Agreement. When the Bond Bank is not the Registered
189 Owner of the Bonds, notice of any intended redemption of Bonds shall be
190 made as provided in this subsection (b). Notice of redemption shall be
191 mailed not less than 30 or more than 45 days prior to the date fixed for
192 redemption by first class mail to Registered Owners of the Bonds to be
193 redeemed at their addresses as they appear on the Bond Register on the day
194 the notice is mailed. Notice of redemption shall be deemed to have been
195 given when the notice is mailed as herein provided, whether or not it is
196 actually received by the Registered Owners. All notices of redemption shall
197 be dated and shall state: (1) the redemption date; (2) the redemption price;
Kodiak Island Borough Resolution No. FY2011 -18
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198 (3) if fewer than all outstanding Bonds are to be redeemed, the identification
199 (and, in the case of partial redemption, the respective principal amounts) of
200 the Bonds to be redeemed; (4) that on the redemption date the redemption
201 price will become due and payable upon each such Bond or portion thereof
202 called for redemption, and that interest thereon shall cease to accrue from
203 and after said date; and (5) the place where such Bonds are to be
204 surrendered for payment of the redemption price, which place of payment
205 shall be the office of the Registrar.
206
207 Official notice of redemption having been given as aforesaid, Bonds or
208 portions of Bonds to be redeemed shall, on the redemption date, become due
209 and payable at the redemption price therein specified, and from and after
210 such date, such Bonds or portions of Bonds shall cease to bear interest.
211 Upon surrender of such Bonds for redemption in accordance with said notice,
212 such Bonds shall be paid at the redemption price. Installments of interest
213 due on or prior to the redemption date shall be payable as herein provided for
214 payment of interest. All Bonds which have been redeemed shall be canceled
215 and destroyed by the Registrar and shall not be reissued.
216
217 Each check or other transfer of funds issued to pay the redemption price of
218 Bonds shall bear the CUSIP number, if any, identifying, by maturity the Bonds
219 being redeemed with the proceeds of such check or other transfer.
220
221 Section 7: Form of Bond. Each Bond shall be in substantially the following form, with
-- 222 such variations, omissions and insertions as may be required or permitted by
223 this Resolution:
224
225 UNITED STATES OF AMERICA
226 STATE OF ALASKA
227
228 KODIAK ISLAND BOROUGH
229 (A Municipal Corporation of the State of Alaska)
230
231 NO. $
232
233
234 GENERAL OBLIGATION SCHOOL BOND, 2011 SERIES A
235
236 REGISTERED OWNER:
237
238 PRINCIPAL AMOUNT:
239
240 The Kodiak Island Borough (the "Borough"), a municipal corporation
241 of the State of Alaska, hereby acknowledges itself to owe and for value
242 received promises to pay to the Registered Owner identified above, or its
243 registered assigns, the principal amount shown above in the following
244 installments on of each of the following years, and to pay
245 interest on such installments from the date hereof, payable on
246 , 201_ and semiannually thereafter on the _ days of
247 and of each year, at the rates per annum as
248 follows:
Kodiak Island Borough Resolution No. FY2011 -18
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Principal Interest
Year Amount Rate
249
250
251 When this Bond is owned by the Alaska Municipal Bond Bank (the
252 "Bond Bank "), payment of principal and interest shall be made as provided in
253 the Loan Agreement between the Bond Bank and the Borough (the "Loan
254 Agreement "). When this Bond is not owned by the Bond Bank, installments
255 of principal and interest on this Bond shall be paid by check or draft mailed by
256 first class mail to the Registered Owner as of the close of business on the
257 15`" day of the month before each installment payment date; provided that the
258 final installment of principal and interest on this Bond shall be payable upon
259 presentation and surrender of this Bond by the Registered Owner at the office
260 of the Registrar. Interest will be computed on the basis of a 360 -day year
261 consisting of twelve 30 -day months. Both principal of and interest on this
262 Bond are payable in lawful money of the United States of America which, on
263 the respective dates of payment thereof, shall be legal tender for the payment
264 of public and private debts.
265
266 This Bond is one of the General Obligation School Bonds, 2011
267 Series A of the Kodiak Island Borough, Alaska, of like tenor and effect except
268 as to interest rate, serial number and maturity, aggregating
• 269 $ in principal amount, and constituting Bonds authorized for
270 the purpose of paying the cost of school and related capital improvements in
271 the Borough, and is issued under Resolution No. FY2011 - of the Borough
272 entitled:
273
274 A RESOLUTION OF THE KODIAK ISLAND BOROUGH
275 ASSEMBLY AUTHORIZING THE BOROUGH TO ISSUE
276 GENERAL OBLIGATION SCHOOL BONDS, 2011 SERIES A
277 IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED
278 $8,000,000 TO PROVIDE FUNDS FOR SCHOOL AND
279 RELATED CAPITAL IMPROVEMENTS IN THE BOROUGH
280 AND TO PAY COSTS OF ISSUING THE BONDS, FIXING
281 CERTAIN DETAILS OF SUCH BONDS, AUTHORIZING
282 THEIR SALE, AND PROVIDING FOR RELATED MATTERS
283
284 (the "Resolution").
285
286 Installments of principal of this Bond due on and after , 20_,
287 shall be subject to prepayment on and after , 20_, at the option
288 of the Borough (subject to any applicable provisions of the Loan Agreement),
289 in such principal amounts and from such maturities as the Borough may
290 determine, and by lot within a maturity, at a redemption price equal to the
291 principal amount to be prepaid, plus accrued interest to the date of
292 prepayment.
293
Kodiak Island Borough Resolution No. FY2011 -18
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294 This Bond is transferable as provided in the Resolution, (i) only upon
295 the bond register of the Borough, and (ii) upon surrender of this Bond
296 together with a written instrument of transfer duly executed by the registered
297 owner or the duly authorized attorney of the registered owner, and thereupon
298 a new fully registered Bond or Bonds in the same aggregate principal amount
299 and maturity shall be issued to the transferee in exchange therefor as
300 provided in the Resolution and upon the payment of charges, if any, as
301 therein prescribed. The Borough may treat and consider the person in whose
302 name this Bond is registered as the absolute owner hereof for the purpose of
303 receiving payment of, or on account of, the principal or redemption price, if
304 any, hereof and interest due hereon and for all other purposes whatsoever.
305
306 This Bond is a general obligation of the Kodiak Island Borough, and
307 the full faith and credit of the Borough are pledged for the payment of the
308 principal of and interest on the Bond as the same shall become due.
309
310 IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or
311 things required by the constitution or statutes of the State of Alaska to exist,
312 to have happened or to have been performed precedent to or in the issuance
313 of this Bond exist, have happened and have been performed, and that the
314 series of Bonds of which this is one, together with all other indebtedness of
315 the Borough, is within every debt and other limit prescribed by said
316 constitution or statutes.
317
318 IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH,
319 ALASKA, has caused this Bond to be signed in its name and on its behalf by
320 the manual or facsimile signature of its Mayor and its corporate seal (or a
321 facsimile thereof) to be impressed or otherwise reproduced hereon and
322 attested by the manual or facsimile signature of its Clerk, all as of the
323 day of 2011.
324
325
326
327 Mayor
328 ATTEST:
329
330
331
332 Clerk
333
334 [SEAL]
335
336 Section 8: Execution. The Bonds shall be executed in the name of the Borough by the
337 manual or facsimile signature of the Mayor, and its corporate seal (or a
338 facsimile thereof) shall be impressed or otherwise reproduced thereon and
339 attested by the manual or facsimile signature of the Borough Clerk. The
340 execution of a Bond on behalf of the Borough by persons who at the time of
341 the execution are duly authorized to hold the proper offices shall be valid and
342 sufficient for all purposes, although any such person shall have ceased to
343 hold office at the time of delivery of the Bond or shall not have held office on
344 the date of the Bond.
Kodiak Island Borough Resolution No. FY2011 -18
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345
346 Section 9: Payment of Principal and Interest. The Bonds shall be payable in lawful
347 money of the United States of America which at the time of payment is legal
348 tender for the payment of public and private debts. When the Bond Bank is
349 the Registered Owner of the Bonds, payment of principal and interest on the
350 Bonds shall be made as provided in the Loan Agreement. When the Bond
351 Bank is not the Registered Owner of the Bonds, installments of principal and
352 interest on the Bonds shall be paid by check mailed by first class mail to the
353 Registered Owner as of the record date for the installment payment at the
354 address appearing on the Bond Register; provided that the final installment of
355 principal and interest on a Bond shall be payable upon presentation and
356 surrender of the Bond by the Registered Owner at the office of the Registrar.
357
358 Section 10: Registration. The Bonds shall be issued only in registered form as to both
359 principal and interest. The Borough designates the Borough Finance Director
360 as Registrar for the Bonds. The Registrar shall keep, or cause to be kept, the
361 Bond Register at the principal office of the Borough. The Borough covenants
362 that, until all Bonds have been surrendered and canceled, it will maintain a
363 system for recording the ownership of each Bond that complies with the
364 provisions of Section 149 of the Code. The Borough and the Registrar may
365 treat the person in whose name any Bond shall be registered as the absolute
366 owner of such Bond for all purposes, whether or not the Bond shall be
367 overdue, and all payments of principal of and interest on a Bond made to the
368 Registered Owner thereof or upon its order shall be valid and effectual to
—. 369 satisfy and discharge the liability upon such Bond to the extent of the sum or
370 sums so paid, and neither the Borough nor the Registrar shall be affected by
371 any notice to the contrary.
372
373 Section 11: Transfer and Exchange. Bonds shall be transferred only upon the books for
374 the registration and transfer of Bonds kept at the office of the Registrar.
375 Upon surrender for transfer or exchange of any Bond at such office, with a
376 written instrument of transfer or authorizationl for exchange in form and with
377 guaranty of signature satisfactory to the Registrar, duly executed by the
378 Registered Owner or the duly authorized attorney of the Registered Owner,
379 the Borough shall execute and deliver an equal aggregate principal amount of
380 Bonds of the same maturity of any authorized denominations, subject to such
381 reasonable regulations as the Borough may prescribe and upon payment
382 sufficient to reimburse it for any tax, fee or other governmental charge
383 required to be paid in connection with such transfer or exchange. All Bonds
384 surrendered for transfer or exchange shall be canceled by the Registrar.
385
386 Section 12: Bonds Mutilated, Destroyed, Stolen or Lost. Upon surrender to the Registrar
387 of a mutilated Bond, the Borough shall execute and deliver a new Bond of like
388 maturity and principal amount. Upon filing with the Registrar of evidence
389 satisfactory to the Borough that a Bond has been destroyed, stolen or lost
390 and of the ownership thereof, and upon furnishing the Borough with indemnity
391 satisfactory to it, the Borough shall execute and deliver a new Bond of like
392 maturity and principal amount. The person requesting the execution and
393 delivery of a new Bond under this section shall comply with such other
394 reasonable regulations as the Borough may prescribe and pay such
395 expenses as the Borough may incur in connection therewith.
Kodiak Island Borough Resolution No. FY2011 -18
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396
397 Section 13: Disposition of the Sale Proceeds of the Bonds. The sale proceeds of the
398 Bonds representing accrued interest on the Bonds shall be applied to pay a
399 portion of the interest due on the Bonds on the first interest payment date for
400 the Bonds. The sale proceeds of the Bonds representing original issue
401 premium on the Bonds shall be applied to pay issuance costs of the Bonds, a
402 portion of the interest due on the Bonds on the first interest payment date for
403 the Bonds, or Costs of the Project, and shall be deposited in such manner, as
404 the Borough Manager or the Borough Finance Director may determine. The
405 remaining sale proceeds of the Bonds shall be applied to pay Costs of the
406 Project and issuance costs of the Bonds, and shall be deposited in the
407 appropriate funds or accounts of the Borough for such purposes.
408
409 Section 14: Tax Covenants. The Borough covenants to comply with any and all
410 applicable requirements set forth in the Code in effect from time to time to the
411 extent that such compliance shall be necessary for the exclusion of the
412 interest on the Bonds from gross income for federal income tax purposes.
413 The Borough covenants that it will make no use of the proceeds of the Bonds
414 which will cause the Bonds to be "arbitrage bonds" subject to federal income
415 taxation by reason of Section 148 of the Code. The Borough covenants that
416 it will not take or permit any action that would cause the Bonds to be "private
417 activity bonds" as defined in Section 141 of the Code.
418
419 Section 15: Amendatory and Supplemental Resolutions.
420
421 (a) The Assembly from time to time and at any time may adopt a
422 resolution or resolutions supplemental hereto, which resolution or resolutions
423 thereafter shall become a part of this Resolution, for any one or more of the
424 following purposes:
425
426 (1) To add to the covenants and agreements of the Borough in
427 this Resolution, other covenants and agreements thereafter to be
428 observed, or to surrender any right or power herein reserved to or
429 conferred upon the Borough.
430
431 (2) To make such provisions for the purpose of curing any
432 ambiguities or of curing, correcting or supplementing any defective
433 provision contained in this Resolution or in regard to matters or
434 questions arising under this Resolution as the Assembly may deem
435 necessary or desirable and not inconsistent with this Resolution and
436 which shall not adversely affect the interests of the Registered
437 Owners of the Bonds.
438
439 Any such supplemental resolution may be adopted without the consent of the
440 Registered Owners of any of the Bonds at any time outstanding,
441 notwithstanding any of the provisions of subsection (b) of this section.
442
443 (b) With the consent of the Registered Owners of not less than 60
444 percent in aggregate principal amount of the Bonds at the time outstanding,
445 the Assembly may adopt a resolution or resolutions supplemental hereto for
446 the purpose of adding any provisions to or changing in any manner or
Kodiak Island Borough Resolution No. FY2011 -18
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447 eliminating any of the provisions of this Resolution or of any supplemental
448 resolution; provided, however, that no such supplemental resolution shall:
449
450 (1) Extend the fixed maturity of any of the Bonds, or reduce the
451 rate of interest thereon, or extend the time of payments of interest
452 from their due date, or reduce the amount of the principal thereof, or
453 reduce any premium payable on the redemption thereof, without the
454 consent of the Registered Owners of each Bond so affected; or
455
456 (2) Reduce the aforesaid percentage of Registered Owners of
457 Bonds required to approve any such supplemental resolution without
458 the consent of the Registered Owners of all of the Bonds then
459 outstanding.
460
461 It shall not be necessary for the consent of the Registered Owners of the
462 Bonds under this subsection to approve the particular form of any proposed
463 supplemental resolution, but it shall be sufficient if such consent approves the
464 substance thereof.
465
466 (c) Upon the adoption of any supplemental resolution under this section,
467 this Resolution shall be deemed to be modified and amended in accordance
468 therewith, and the respective rights, duties and obligations under this
469 Resolution of the Borough and all Registered Owners of outstanding Bonds
470 shall thereafter be subject in all respects to such modification and
471 amendment, and all the terms and conditions of the supplemental resolution
472 shall be deemed to be part of the terms and conditions of this Resolution for
473 any and all purposes.
474
475 (d) Bonds executed and delivered after the adoption of any supplemental
476 resolution under this section may bear a notation as to any matter provided
477 for in such supplemental resolution, and if such supplemental resolution shall
478 so provide, new Bonds modified so as to conform, in the opinion of the
479 Borough, to any modification of this Resolution contained in any such
480 supplemental resolution may be prepared by the Borough and delivered
481 without cost to the Registered Owners of the Bonds then outstanding, upon
482 surrender for cancellation of such Bonds in equal aggregate principal
483 amounts.
484
485 Section 16: Defeasance. In the event money and /or non - callable Government
486 Obligations maturing at such times and bearing interest to be earned thereon
487 in amounts sufficient to redeem and retire any or all of the Bonds in
488 accordance with their terms are set aside in a special trust account to effect
489 such redemption or retirement and such moneys and the principal of and
490 interest on such Government Obligations are irrevocably set aside and
491 pledged for such purpose, then no further payments need be made to pay or
492 secure the payment of the principal of and interest on such Bonds and such
493 Bonds shall be deemed not to be outstanding.
494
495 Section 17: Sale of Bonds. The Bonds shall be sold at negotiated sale to the Bond Bank
496 as provided in the Loan Agreement. Subject to the limitations provided in
497 Sections 2 and 4, each of the Borough Manager and the Borough Finance
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_ 498 Director is hereby authorized to determine the aggregate principal amount,
499 maturity amounts, interest rates, yields, dated date, principal and interest
500 payment dates, redemption terms, if any, for the Bonds, and other details of
501 the Bonds; provided that the true interest cost of the Bonds, expressed as an
502 annual rate, does not exceed 6.0 percent. In determining the maturity
503 amounts, interest rates, yields, and redemption terms, if any, for the Bonds,
504 the Borough Manager or Borough Finance Director shall take into account
505 those factors which, in his judgment, will result in the lowest true interest cost
506 on the Bonds to their maturity, including without limitation current financial
507 market conditions and current interest rates for obligations comparable in
508 tenor and quality to the Bonds. Based upon the foregoing determinations, the
509 Borough Manager and the Borough Finance Director each is authorized to
510 execute the Loan Agreement, in substantially the form presented at this
511 meeting.
512
513 Section 18: Authority of Officers. The Mayor, the acting Mayor, the Borough Manager,
514 the acting Borough Manager, the Borough Finance Director, the acting
515 Borough Finance Director, the Borough Clerk, and the acting Borough Clerk
516 each is authorized and directed to do and perform all things and determine all
517 matters not determined by this Resolution, to the end that the Borough may
518 carry out its obligations under the Bonds and this Resolution.
519
520 Section 19: Prohibited Sale of Bonds. No person, firm or corporation, or any agent or
521 employee thereof, acting as financial consultant to the Borough under an
522 agreement for payment in connection with the sale of the Bonds is eligible to
523 purchase the Bonds as a member of the original underwriting syndicate either
524 at public or private sale.
525
526 Section 20: Ongoing Disclosure. The Borough acknowledges that under Rule 15c2 12 of
527 the Securities and Exchange Commission (the "Rule ") the Borough may now
528 or in the future be an "obligated person" with respect to the Bond Bank
529 Bonds. In accordance with the Rule and as the Bond Bank may require, the
530 Borough shall undertake to provide certain annual financial information and
531 operating data as shall be set forth in the Loan Agreement.
532
533 Section 21: Miscellaneous.
534
535 (a) All payments made by the Borough of, or on account of, the principal
536 of or interest on the Bonds shall be made on the several Bonds ratably and in
537 proportion to the amount due thereon, respectively, for principal or interest as
538 the case may be.
539
540 (b) No recourse shall be had for the payment of the principal of or the
541 interest on the Bonds or for any claim based thereon or on this Resolution
542 against any member of the Assembly or officer of the Borough or any person
543 executing the Bonds. The Bonds are not and shall not be in any way a debt
544 or liability of the State of Alaska or of any political subdivision thereof, except
545 the Borough, and do not and shall not create or constitute an indebtedness or
546 obligation, either legal, moral or otherwise, of said state or of any political
547 subdivision thereof, except the Borough.
548
Kodiak Island Borough Resolution No. FY2011 -18
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549 Section 22: Severability. If any one or more of the provisions of this Resolution shall be
550 declared by any court of competent jurisdiction to be contrary to law, then
551 such provision shall be null and void and shall be deemed separable from the
552 remaining provisions of this Resolution and shall in no way affect the validity
553 of the other provisions of this Resolution or of the Bonds.
554
555 Section 22: Effective Date. This Resolution shall become effective upon passage and
556 approval.
557
558 ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
559 THIS THIRD DAY OF FEBRUARY, 2011
KODIAK ISLAND BOROUGH
►�
Jero e M. Selby t: . .. yor
ATTEST:
I 1
Nova M. Javier, MIC, Borough Clerk
Kodiak Island Borough Resolution No. FY2011 -18
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