FY2013-13 Providing for Issuance of Long Term Care Center Revenue Bonds in the Principal Amount of NTE $20M 1 Introduced by: Kodiak Fisheries Work Group
2 Requested by: Borough Assembly/City Council
3 Drafted by: Kodiak Fisheries Work Group
Introduced on: 06/06/2013
4 Adopted on: 06/06/2013
5
6
7 KODIAK ISLAND BOROUGH
8 RESOLUTION NO. FY2013-32
9
10 A JOINT RESOLUTION OF THE KODIAK ISLAND BOROUGH
11 ASSEMBLY AND KODIAK CITY COUNCIL DOCUMENTING THE
12 KODIAK FISHERIES WORK GROUP'S SCOPE AND AUTHORITY
13
14 WHEREAS, it is in Kodiak's best interests for its Borough and City governments to be
15 well informed regarding the potential impacts of State and Federal fishery management
16 actions on the Kodiak community; and
17
18 WHEREAS, the Kodiak Island Borough Assembly and the City Council have determined
19 that a Kodiak Fisheries Work Group can provide valuable assistance to the Borough
20 Assembly and City Council by identifying fishery management actions that could affect
21 Kodiak; and
22
23 NOW, THEREFORE BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
24 BOROUGH THAT this resolution hereby creates the Kodiak Fisheries Work Group; and
25
26 BE IT FURTHER RESOLVED THAT:
27
28 1. Membership. The Kodiak Fisheries Work Group (work group) shall be composed of
29 three representatives from the Kodiak Island Borough and three representatives from
30 the Kodiak City Council.
31
32 2. Organization. The work group shall'designate two co-chairs at the first meeting of the
33 calendar year and shall hold at least one meeting monthly. The co-chairs shall
34 alternate presiding the meetings. The borough manager, city manager, and the
35 fisheries analyst shall serve as ex-officio, non-voting members of the work group.
36
37 3. Purpose, Scope, and Authority.
38 a. Focus on overall impacts to the community and maintenance and growth of
39 revenue streams.
40 b. Understand how various approaches will fundamentally impact fisheries and
41 resources.
42 c. Frame benchmarks and objectives as positive statements.
43 d. Refrain from taking positions on allocation questions to the extent possible while
44 understanding that many issues and decisions will have allocation implications.
45 e. Focus on broad-scale program features unless specific program elements threaten
46 the goals for management programs as referenced within Resolution No. 2012-31
47 of the City of Kodiak.
48 f. Kodiak Fisheries Work Group will review the Kodiak Fisheries Analyst/Consultant
49 written quarterly reports including background materials and analysis for fisheries
50 issues of importance to the community pursuant to the contractual report schedule.
Kodiak Island Borough/City of Kodiak, Alaska Resolution No. FY2013-32
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•
51 4. Administrative assistance. The Borough and City Clerk's office staff shall:
52 a. Furnish the work group with copies of all requested documents and other
53 information necessary or reasonably related to the work group's functions;
54 b. Provide the work group with such supplies, meeting space, and secretarial
55 assistance;
56 c. Refer to the work group, for their discussion, all nonemergency matters within the
57 scope of its powers and duties prior to presenting those matters to the assembly for
58 action; and
59 d. Transmit all recommendations and other communications from the work group to
60 the Assembly and Council.
61
62 5. Consensus. The affirmative votes of four (4) work group members shall be required to
63 build consensus of the work group. Consensus shall be given at a public meeting of the
64 work group.
65
66 6. Agenda. The co-chairs and the fisheries analyst shall determine items for the agenda.
67 No business may be transacted nor is any measure considered that is not on the
68 agenda. The clerk shall prepare an agenda and it shall be distributed to work group
69 members, along with the meeting packet, one week prior to the regular meeting.
70
71 7. Meeting Notes/Summary. Bulleted notes shall be taken and shall be filed as a part of
72 the meeting packet.
73
74 8. Reporting. Work group members who are unable to attend a meeting shall advise the
75 staff clerk of the contemplated absence to maximize attendance and participation of
76 members at these meetings.
77
78 ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
79 THIS SIXTH DAY OF JUNE, 2013
80
81 KODIAK ISLAND BOROUGH
82
83
84
85
86 Je*me M. Selby, Borough Mayar
87
88 ATTEST:
89
U
901 VV 1/
92 Nova M. Javier, MMC, Bo ugh Clerk
Kodiak Island Borough/City of Kodiak, Alaska Resolution No. FY2013-32
Page 2 of 2
1 Introduced by: Borough Manager
2 Requested by: Borough Assembly
Drafted by: Bond Counsel
3 Introduced: 02/07/2013
4 Adopted: 02/07/2013
5
6 KODIAK ISLAND BOROUGH
7 RESOLUTION NO. FY2013 -13
8
9 A RESOLUTION OF THE BOROUGH ASSEMBLY OF THE KODIAK
10 ISLAND BOROUGH, ALASKA, PROVIDING FOR THE ISSUANCE OF
11 LONG -TERM CARE CENTER REVENUE BONDS (PROVIDENCE KODIAK
12 ISLAND MEDICAL CENTER) IN THE PRINCIPAL AMOUNT OF NOT TO
13 EXCEED $20,000,000 FOR THE PURPOSE OF PROVIDING FUNDS TO
14 FINANCE, DESIGN, ACQUIRE, CONSTRUCT, AND EQUIP A LONG -TERM
15 CARE CENTER IN THE BOROUGH AND TO DO ALL THINGS
16 NECESSARILY INCIDENTAL THERETO, FIXING CERTAIN COVENANTS
17 REGARDING THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON
18 THE BONDS; PROVIDING THAT ADDITIONAL LONG -TERM CARE
19 CENTER REVENUE BONDS MAY BE ISSUED ON A PARITY WITH SUCH
20 BONDS UPON COMPLIANCE WITH CERTAIN CONDITIONS;
21 AUTHORIZING THE EXECUTION AND DELIVERY OF THE NECESSARY
22 FINANCING DOCUMENTS IN CONNECTION THEREWITH; AND
23 PROVIDING THE FORM AND TERM OF THE BONDS
24
25 WHEREAS, the Kodiak Island Borough, Alaska, (the "Borough") has an agreement with
26 Providence Health & Services - Washington d /b /a Providence Health & Services in Alaska, a
27 Washington non - profit corporation in Alaska ( "Providence ") to lease and operate Providence
28 Kodiak Island Medical Center (the "Hospital "); and
29
30 WHEREAS, subject to confirmation that Providence has received a Certificate of Need for a
31 long -term care center on or before April 20, 2013, the Borough plans to finance the
32 acquisition and construction of a long -term care center built on land directly adjacent to the
33 Hospital and belonging to the Borough (the "Project') to be leased to Providence; and
34
35 WHEREAS, Providence requested the Borough to issue its Long -Term Care Center Revenue
36 Bonds (Providence Kodiak Island Medical Center) in the principal amount of not to exceed
37 $20,000,000 (the "Bonds") for the purpose of paying all or a portion of the costs of financing
38 the Project and issuance of the Bonds; and
39
40 WHEREAS, the Assembly has held a public hearing in accordance with Section 147(f) of the
41 Internal Revenue Code; and
42
43 WHEREAS, the Constitution and statutes of the State of Alaska permit the Borough to issue
44 revenue bonds to finance any project which serves a public purpose which bonds are
45 secured only by the revenues of the Project and which do not constitute a debt or pledge of
46 the faith and credit or taxing power of the Borough and which may be authorized by the
47 Assembly and do not require ratification by the electors of the Borough; and
48
49 WHEREAS, the Assembly finds that it is in the best interests of the Borough to issue the
50 Bonds on the terms and conditions set forth herein and in a loan agreement, if any, between
51 the Borough and the Bond Bank or other Financial Institution, or as otherwise authorized by
52 this Resolution; and
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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53 WHEREAS, the Bonds will be issued and the proceeds thereof used to finance the Project
54 under the terms and conditions authorized by this Resolution; and
55
56 WHEREAS, it is necessary to establish the form, conditions, covenants, and method of sale
57 of the Bonds and to make provision for establishing the amount, maturities, interest rates,
58 and redemption rights and other terms of the Bonds; and
59
60 WHEREAS, the Bonds will be issued and the proceeds used to finance the Project under the
61 additional terms provided in Financing Documents, which may include all or a portion of the
62 following documents ( "Financing Documents "):
63
64 (a) A Loan Agreement ( "Loan Agreement ") proposed to be made and entered into
65 between the Bond Bank or other Financial Institution and the Borough;
66
67 (b) A Providence Certificate ( "Providence ") proposed to be made and entered into
68 by Providence as a condition of issuance of the Bonds;
69
70 (c) A Purchase Agreement ( "Purchase Agreement ") proposed to be entered into
71 between the Borough and the purchaser /underwriter of the Bonds;
72
73 (d) A Lease Agreement ( "Lease ") proposed to be entered into between the
74 Borough and Providence whereby payments made by Providence to lease the land and
75 facility will be available to make debt service payments on the Bonds; and
76
77 WHEREAS, it is necessary to authorize the Borough Manager and /or the Borough Finance
78 Director to enter into the Financing Documents required for issuance of the Bonds.
79
80 NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
81 BOROUGH, ALASKA:
82
83 Section 1. Purpose. The purpose of this Resolution is to authorize the issuance and sale
84 of not to exceed $20,000,000 of the Bonds, to fix the form, covenants, and
85 method of sale of the Bonds, to provide for establishing the amount,
86 maturities, interest rates, redemption rights, and other terms of the Bonds, and
87 to fix the conditions under which additional revenue bonds may be authorized
88 and issued on a parity with the Bonds.
89
90 Section 2. Definitions. As used in this Resolution, unless a different meaning clearly
91 appears from the context:
92
93 (a) "Acquired Obligations" means and includes any of the following
94 securities, if and to the extent the same are at the time legal for investment of
95 funds of the Borough: any noncallable bonds or other noncaliable obligations
96 which as to principal and interest constitute direct obligations of, or are
97 unconditionally guaranteed by, the United States of America.
98
99 (b) "Annual Debt Service Requirement" means, with respect to any
100 particular Fiscal Year and to any specified bonds, an amount equal to (i)
101 interest accruing during such Fiscal Year on such bonds, except to the extent
102 such interest is to be paid from deposits in the Debt Service Subaccount from
103 bond proceeds; (ii) the principal amount of such bonds due during such Fiscal
104 Year for which no sinking fund installments have been established; plus (iii)
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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105 the unsatisfied balance of any sinking fund installment for such bonds due
106 during such Fiscal Year.
107
108 (c) "Arbitrage and Tax Certificate" means the certificate executed and
109 delivered by the Borough at the time of issuance and delivery of the Bonds
110 setting forth the Borough's expectations as to the use of Bond proceeds.
111
112 (d) "Assembly" means the general legislative authority of the Borough, as
113 the same may be constituted from time to time.
114
115 (e) "Bond" or "Bonds" means the Kodiak Island Borough, Alaska, Long -
116 Term Care Center Revenue Bonds (Providence Kodiak Island Medical
117 Center).
118
119 (f) "Bond Account" means the Long -Term Care Center Revenue Bond
120 Account created by Section 15 hereof.
121
122 (g) "Bond Register" means the registration books maintained by the
123 Registrar containing the names and addresses of the owners of the Bonds.
124
125 (h) "Bond Year" has the meaning given such term in the Arbitrage and Tax
126 Certificate.
127
128 (I) "Borough" means the Kodiak Island Borough, Alaska, a municipal
129 corporation organized and existing under the Constitution and laws of the
130 State of Alaska.
131
132 (I) "Borough Manager" means the Manager of the Borough or the
133 Administrative Official of the Borough.
134
135 (k) "Code" means the Internal Revenue Code of 1986, as amended, and
136 all applicable regulations thereunder.
137
138 (I) "Debt Service Subaccount" means the Debt Service Subaccount
139 created in the Bond Account by Section 15 hereof.
140
141 (m) "Finance Director" means the Director of the Finance Department of
142 the Borough.
143
144 (n) "Financial Institution" means any bank or other financial institution
145 insured by the Federal Deposit Insurance Corporation ( "FDIC ") or the Federal
146 Savings and Loan Insurance Corporation.
147
148 (o) "Financing Documents" means all or any of the Loan Agreement,
149 Providence Agreement, a Trust Agreement, Purchase Agreement for the
150 Bonds, and the Bond Resolution, or any other documents deemed necessary
151 or desirable by the Manager or Finance Director for issuance of the Bonds.
152
153 (p) "Fiscal Year" means the 12 -month period commencing on July 1 each
154 year through and including June 30 of the following calendar year.
155
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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156 (q) "Future Parity Bonds" means any long -term care center revenue
157 bonds, notes, or other obligations of the Borough, other than the Bonds,
158 issued under a resolution wherein the Borough pledges that the payments to
159 be made out of the Pledged Revenues into the Bond Account and Reserve
160 Subaccount therein to pay and secure the payment of the principal of and
161 interest on such revenue bonds, notes, or other obligations will be on a parity
162 with the payments required by this Resolution to be made out of such Pledged
163 Revenues into such Bond Account and Reserve Subaccount to pay and
164 secure the payment of the principal of and interest on the Bonds.
165
166 (r) "Hospital" means Providence Kodiak Island Medical Center located in
167 Kodiak, Alaska.
168
169 (s) "Lease" means that certain Long -Term Care Center Lease Agreement
170 authorized by the Assembly in fall 2012, between the Borough and Providence
171 for the real property located at 1821 Chichenof Street, Kodiak, Alaska.
• 172
173 (t) "Loan Agreement" means the Loan Agreement between the Borough
174 and the Alaska Municipal Bond Bank Authority, or a Financial Institution if
175 bank - qualified small issuer bonds are issued, entered into in conjunction with
176 sale of the Bonds and authorized to be entered into pursuant to this
177 Resolution.
178
179 (u) "Parity Bonds" means the Bonds and any Future Parity Bonds.
180
181 (v) "Pledged Revenues" means Lease revenues and interest received and
182 profits derived from the investment of moneys obtained from moneys held in
183 any fund solely to pay or secure the payment of principal and interest when
184 due on any Bonds issued under this Resolution.
185
186 (w) "Project" means the financing, acquisition, design, construction, and
187 equipping of a long -term care center in Kodiak, Alaska.
188
189 (x) "Providence" means Providence Health & Services - Washington d /b /a
190 Providence Health & Services in Alaska, a Washington non - profit corporation.
191
192 (y) "Providence Certificate" means any certificate or certificates provided
193 by Providence as a condition for issuing the Bonds and providing certain
194 assurances to the Borough.
195
196 (z) "Registered Owner" means the person named as the registered owner
197 of a Bond in the Bond Register.
198
199 (aa) "Registrar" means the Finance Director of the Borough, or any
200 successor that the Finance Director may appoint.
201
202 (bb) "Reserve Subaccount" means the Reserve Subaccount created in the
203 Bond Account by Section 15 hereof.
204
205 (cc) "Reserve Subaccount Requirement" means an amount equal to the
206 least of (i) 10% of the stated principal amount of the Parity Bonds; (ii) 125% of
207 the average Annual Debt Service Requirement for all Parity Bonds; and (iii)
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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208 the maximum Annual Debt Service Requirement on all outstanding Parity
209 Bonds.
210 (dd) "Resolution" means this Resolution No. FY2013- , validly
211 adopted by the Assembly.
212
213 Section 3. Authorization of Bonds and Purpose of Issuance. For the purpose of providing
214 funds for financing the acquisition, design, construction, and equipping of the
215 Project and paying costs of issuance of the Bonds, the Borough shall issue
216 and sell revenue bonds designated "Kodiak Island Borough, Alaska Long -
217 Term Care Center Revenue Bonds (Providence Kodiak Island Medical
218 Center)" (the "Bonds ") in the aggregate principal amount of not to exceed
219 $20,000,000. The proceeds of the Bonds shall be used to pay the costs to
220 finance, design, acquire, construct, and equip the Project. Issuance costs
221 financed by the Bonds shall not exceed two percent (2 %) of the proceeds of
222 the Bonds. The Project serves a public purpose of the Borough.
223
224 Issuance of the Bonds is subject to confirmation that Providence has obtained
225 a Certificate of Need for the Long -Term Care Center on or before April 20,
226 2013.
227
228 The Manager and /or the Finance Director are hereby authorized to determine
229 whether the Bonds shall be issued through the Bond Bank or issued through a
230 Financial Institution, or whether to issue a portion of the Bonds as bank -
231 qualified small issue bonds, and whether to issue the Bonds in one or more
232 issues, but in no event shall the aggregate principal exceed $20,000,000.
233
234 Section 4. Authorization and Approval of Financing Documents. The Borough is hereby
235 authorized to enter into a Loan Agreement to evidence its repayment
236 obligation with respect to the Bonds (the "Loan Agreement "), or to enter into a
237 bond purchase agreement with an underwriter to purchase the Borough's
238 Bonds. The Borough is hereby authorized to pledge and assign the Lease
239 revenues for repayment of the • Bonds. As a condition precedent to the
240 issuance and delivery of the Bonds, Providence shall be required to execute
241 and deliver the Providence Certificate to the Borough, pursuant to which
242 Providence shall provide certain assurances to the Borough and shall provide
243 for the compensation and indemnification of the Borough in connection with
244 the issuance and maintenance of the Bonds. The forms of the Financing
245 Documents are subject to approval by the Finance Director and counsel for
246 the Borough, which approval shall be evidenced by execution and delivery of
247 the Financing Documents by the Borough as therein required. The Loan
248 Agreement is hereby authorized to be executed in the name and on behalf of
249 the Borough by the Manager or Finance Director, but only to be delivered
250 upon execution thereof by both parties to the Agreement.
251
252 Section 5. Date, Maturities, Interest Rates, and Other Details of the Bonds. The Bonds
253 shall be dated and mature on such dates not later than 2034, and shall bear
254 interest from their date payable on such dates, and at such rates, not
255 exceeding six percent (6 %) per annum, as the Manager or Finance Director
256 may fix and determine at or prior to the time of sale of the Bonds.
257
258 The Bonds shall be fully registered as to both principal and interest, shall be in
259 the denomination of $5,000 each, or any integral multiple thereof, and shall be
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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260 numbered separately in such manner and with any additional designation as
261 the Registrar deems necessary for purposes of identification.
262
263 Section 6. Prepayment. Provisions for the optional prepayment of some or all principal
264 installments of the Bonds may be established pursuant to Section 11 of this
265 Resolution. So long as the Bond Bank or a Financial Institution is the owner of
266 the Bond, provisions for optional prepayment and requirements for notice of
267 prepayment shall be as set forth in the Loan Agreement.
268
269 Section 7. Security for the Bonds. The Bonds shall be secured by Lease payments to be
270 made by Providence under the Lease and the additional provisions of the
271 Financing Documents, and shall be a special, limited obligation of the Borough
272 payable solely from and secured by payments to be received pursuant to the
273 Lease. The Premises subject to the Lease shall not be pledged to or
274 subordinated to the payment of the Bonds. The Bonds do not and shall never
275 constitute a debt or indebtedness or loan of the general credit of the Borough
276 within the meaning of any provisions or limitations of the State of Alaska
277 constitution or any statute or ordinance, and shall not constitute or give rise to
278 a general pecuniary liability of the Borough or a charge against the general
279 credit or taxing power of the Borough, and the face of the Bonds shall so state.
280
281 Section 8. Sale of the Bonds. The Manager and Finance Director are each authorized to
282 negotiate and complete the sale of the Bonds on terms and conditions
283 consistent with this Resolution and the Loan Agreement for the Bonds, if any.
284
285 Section 9. Place and Medium of Payment. Both principal of and interest on the Bonds
286 shall be payable in lawful money of the United States of America. For so long
287 as all outstanding Bonds are registered in the name of the Alaska Municipal
288 Bond Bank Authority or a Financial Institution, payments of principal and
289 interest thereon shall be made as provided in the Loan Agreement. In the
290 event that the Bonds are no longer registered in the name of the Alaska
291 Municipal Bond Bank Authority or a Financial Institution, interest on the Bonds
292 shall be paid by check mailed (or by wire transfer to a Registered Owner of
293 Bonds in aggregate principal amount of $1,000,000 or more who so requests)
294 to the Registered Owners of the Bonds at the addresses for such Registered
295 Owners appearing on the Bond Register on or before the interest payment
296 date. Principal of the Bonds shall be payable upon presentation and surrender
297 of the Bonds by the Registered Owners at the principal office of the Registrar.
298
299 Section 10. Registration.
300
301 A. Bond Register. The Bonds shall be issued only in registered form as
302 to both principal and interest. The Registrar shall keep, or cause to be kept, a
303 Bond Register.
304
305 B. Registered Ownership. The Borough and the Registrar, each in its
306 discretion, may deem and treat the Registered Owner of each Bond as the
307 absolute owner thereof for all purposes, and neither the Borough nor the
308 Registrar shall be affected by any notice to the contrary. Payment of any such
309 Bond shall be made only as described in Section 9 hereof, but such
310 registration may be transferred as herein provided. All such payments made
311 as described in Section 9 shall be valid and shall satisfy and discharge the
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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312 liability of the Borough upon such Bond to the extent of the amount or
313 amounts so paid.
314 C. Transfer or Exchange. Bonds shall be transferred only upon the Bond
315 Register kept by the Registrar. Upon surrender for transfer or exchange of
316 any Bond at the office of the Registrar, with a written instrument of transfer or
317 authorization for exchange in form and with guaranty of signature satisfactory
318 to the Registrar, duly executed by the registered owner or its duly authorized
319 attorney, the Borough shall execute and the Registrar shall deliver an equal
320 aggregate principal amount of Bonds of the same maturity of any authorized
321 denominations, subject to such reasonable regulations as the Registrar may
322 prescribe and upon payment sufficient to reimburse it for any tax, fee, or other
323 governmental charge required to be paid in connection with such transfer or
324 exchange. All Bonds surrendered for transfer or exchange shall be cancelled
325 by the Registrar. The Registrar shall not be required to transfer or exchange
326 Bonds subject to redemption during the fifteen (15) days preceding any
327 principal or interest payment date or the date of mailing of notice of
328 redemption of such Bonds, or any Bond after such Bond has been called for
329 redemption.
330
331 D. Registration Covenant. The Borough covenants that, until all Bonds
332 have been surrendered and cancelled, it will maintain a system for recording
333 the ownership of each Bond that complies with the provisions of Section 149
334 of the Code.
335
336 Section 11. Redemption. The Bonds may be redeemed at the times, for the redemption
337 prices, and in such manner, as the Borough Manager or Finance Director may
338 fix and determine at or prior to the time of sale of the Bonds.
339
340 Notice of any intended redemption of Bonds shall be given not less than 45
341 nor more than 60 days prior to the date fixed for redemption by United States
342 mail to registered owners of the Bonds to be redeemed at their addresses as
343 they appear on the Bond Register on the day the notice is mailed; provided,
344 however, that for so long as the Bonds are registered in the name of the Bond
345 Bank or a Financial Institution, all notices shall be given as provided in the
346 Loan Agreement. The requirements of this Section shall be deemed to be
347 complied with when notice is mailed as herein provided, whether or not it is
348 actually received by the Registered Owner.
349
350 All official notices of redemption shall be dated and shall state:
351
352 (a) the redemption date;
353 (b) the redemption price;
354 (c) if fewer than all outstanding Bonds are to be redeemed, the
355 identification (and, in the case of partial redemption, the respective
356 principal amounts) of the Bonds to be redeemed;
357 (d) that on the redemption date the redemption price will become
358 due and payable upon each such Bond or portion thereof called for
359 redemption, and that interest thereon shall cease to accrue from and
360 after said date; and
361 (e) the place where such Bonds are to be surrendered for payment
362 of the redemption price, which place of payment shall be the principal
363 office of the Registrar.
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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364
365 Notice of redemption having been given as provided above, the Bonds or
366 portions of Bonds to be redeemed shall, on the redemption date, become due
367 and payable at the specified redemption price, and from and after such date
368 such Bonds or portions of Bonds shall cease to bear interest. Upon surrender
369 of such Bonds for redemption in accordance with the notice, such Bonds shall
370 be paid by the Registrar at the redemption price. Installments of interest due
371 on or prior to the redemption date shall be payable as herein provided for
372 payment of interest. Upon surrender for any partial redemption of any Bond,
373 there shall be prepared for the Registered Owner a new Bond or Bonds of the
374 same maturity in the amount of the unpaid principal. All Bonds which have
375 been redeemed shall be cancelled and destroyed by the Registrar and shall
376 not be reissued.
377
378 If any Bond shall be duly presented for payment and funds have not been duly
379 provided by the Borough on such applicable date, then interest shall continue
380 to accrue thereafter on the unpaid principal thereof at the rate stated on such
381 Bond until it is paid.
382
383 Section 12. Form of Bonds. The form of the Bonds shall be substantially as follows:
384
385 No. $
386
387 UNITED STATES OF AMERICA
388
389 KODIAK ISLAND BOROUGH, ALASKA
390 LONG -TERM CARE CENTER REVENUE BONDS, 201
391 (PROVIDENCE KODIAK ISLAND MEDICAL CENTER)
392
393
394 REGISTERED OWNER:
395
396 PRINCIPAL AMOUNT:
397
398 The Kodiak Island Borough, Alaska (the "Borough "), a municipal
399 corporation of the State of Alaska, hereby acknowledges itself to owe and for
400 value received promises to pay to the Registered Owner identified above, or
401 its registered assigns, but only from the sources stated herein, the Principal
402 Amount indicated above in the following installments on of each
403 of the following years, and to pay, from the sources stated herein, interest on
404 such installments from the date hereof, payable on , 20
405 and semiannually thereafter on the first days of each and
406 of each year, at the rates per annum as follows:
407
Maturity Principal Interest
Date Amount Rate
408
409 For so long as this Bond is owned by the [Bond Bank/Financial
410 Institution], payment of principal and interest shall be made as provided in the
411 Loan Agreement. In the event that this Bond is no longer owned by the [Bond
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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412 Bank/ Financial Institution], payment of principal of and interest on this Bond
413 will be made by check or draft mailed by first class mail to the registered
414 owner at the address appearing on the Bond Register of the Borough,
415 provided that the final installment of principal and interest on this Bond will be
416 payable at the office of the Finance Director (the "Registrar ") upon surrender
417 of this Bond. Interest shall be computed on the basis of a 360 -day year
418 composed of twelve 30 -day months. Both principal of and interest on this
419 Bond are payable in lawful money of the United States of America solely out of
420 the special fund of the Borough known as the "Long -Term Care Center
421 Revenue Bond Account" created by Section 15 of Resolution No. FY2013-
422 (the "Bond Resolution ").
423
424 This Bond is one of an issue of Bonds (the "Bonds ") of like date and
425 tenor except as to number, rate of interest, and date of maturity, aggregating
426 the principal sum of $ , and is issued pursuant to the Constitution
427 and statutes of the State of Alaska and duly adopted resolutions and
428 ordinances of the Borough, including the Bond Resolution. The definitions
429 contained in the Bond Resolution shall apply to capitalized terms contained
430 herein. The Bonds are being issued for the purpose of financing, acquiring,
431 designing, constructing, and equipping a long -term care center in Kodiak,
432 Alaska.
433
434 Bonds maturing on or after , 20 , may be called
435 for redemption at the option of the Borough on any date on and after
436 in whole on any date, or in part in increments of $5,000
437 with maturities to be selected by the Borough and by lot within a maturity, at a
438 price of par plus accrued interest to the date of redemption.
439
440 Notice of any such intended redemption shall be given as provided in
441 the [Resolution /Loan Agreement]. From and after the date fixed for
442 redemption, interest on any Bonds so called for redemption shall cease to
443 accrue, provided funds for such redemption are on deposit in the Bond
444 Account.
445
446 This Bond is subject to prepayment as stated in the [Resolution /Loan
447 Agreement].
448
449 This Bond is a special, limited obligation of the Borough giving rise to
450 no charge against the Borough's general credit, and are payable solely from,
451 and constitute claims of the owners thereof against, only the revenues, funds,
452 and assets of the Borough pledged under the [Resolution /Loan Agreement].
453 This Bond shall never constitute a debt or indebtedness of the State of Alaska
454 within the meaning of any provision or limitation of the Constitution or statutes
455 of the State of Alaska or the Borough, or of any political subdivision thereof,
456 and shall never constitute nor give rise to a general pecuniary liability of the
457 State or the Borough or a charge against their general credit or taxing powers,
458
459 This Bond is a special, limited obligation of the Borough, issued in
460 order to provide funds for to finance the acquisition, design, construction, and
461 equipping of a long -term care center leased to Providence Health & Services -
462 Washington d /b /a Providence Health & Services in Alaska, a Washington non -
Kodiak Island Borough, Alaska Resolution No. FY2013 - 13
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463 profit Providence (the "Providence ") pursuant to the Lease between the
464 Borough and Providence.
465
466 No officer, agent, or employee of the Borough, and no officer, official,
467 agent, or employee of the State of Alaska, nor any person executing this
468 Bond, shall in any event be subject to any personal liability or accountability by
469 reason of the issuance of this Bond.
470 This Bond is a "qualified 501(c)(3) bond" as such term is defined in the
471 Internal Revenue Code of 1986, as amended (the "Code ").
472
473 It is hereby certified that all acts, conditions, and things required by the
474 Constitution and statutes of the State of Alaska and the ordinances and
475 resolutions of the Borough to be done precedent to and in the issuance of this
476 Bond have happened, been done, and performed.
477
478 IN WITNESS WHEREOF, the Kodiak Island Borough, Alaska has
479 caused this Bond to be executed with the manual or facsimile signature of its
480 Mayor and to be countersigned with the manual or facsimile signature of its
481 Clerk and the official seal of the Borough to be impressed or imprinted hereon,
482 as of this day of , 201_.
483
484 KODIAK ISLAND BOROUGH
485
486
487
488 Borough Mayor
489
490 ATTEST:
491
492
493
494 Borough Clerk
495
496 Section 13. Execution of Bonds. The Bonds shall be executed on behalf of the Borough
497 with the manual or facsimile signature of the Mayor of the Borough,
498 countersigned with the manual or facsimile signature of the Borough Clerk.
499 The official seal of the Borough shall be impressed or imprinted on each Bond.
500 The execution of a Bond on behalf of the Borough by persons that at the time
501 of the execution are duly authorized to hold the proper offices shall be valid
502 and sufficient for all purposes, although any such person shall have ceased to
503 hold office at the time of issuance and delivery of the Bond or shall not have
504 held office on the date of the Bond.
505
506 Section 14. Mutilated, Destroyed, Stolen or Lost Bonds. Upon surrender to the Registrar
507 of a mutilated Bond, the Borough shall execute and deliver a new Bond of like
508 maturity and principal amount. Upon filing with the Registrar of evidence
509 satisfactory to the Borough that a Bond has been destroyed, stolen, or lost
510 and of the ownership thereof, and upon furnishing the Borough with indemnity
511 satisfactory to it, the Borough shall execute and deliver a new Bond of like
512 maturity and principal amount. The person requesting the authentication and
513 delivery of a new Bond pursuant to this Section shall comply with such other
514 reasonable regulations as the Borough may prescribe and pay such expenses
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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515 as the Borough may incur in connection therewith. Any Bonds issued pursuant
516 to this Section in substitution for Bonds alleged to be destroyed, stolen, or lost
517 shall constitute original additional contractual obligations on the part of the
518 Borough, whether or not the Bonds alleged to be destroyed, stolen, or lost be
519 at any time enforceable by anyone, and shall be equally and proportionately
520 secured with all other Bonds issued hereunder.
521
522 Section 15. Long -Term Care Center Revenue Bond Account and Subaccounts Therein.
523 There is hereby created a special fund of the Borough known as the "Long -
524 Term Care Center Revenue Bond Account" (the "Bond Account "), which fund
525 is a trust fund to be drawn upon for the sole purpose of paying the principal of
526 and interest and premium, if any, on all Parity Bonds. The Bond Account
527 consists of two subaccounts, the Debt Service Subaccount and the Reserve
528 Subaccount. A portion of the proceeds of the Bonds, in an amount to be
529 determined by the Finance Director, will be deposited in the Debt Service
530 Subaccount representing capitalized interest. Amounts pledged to be paid
531 into the Bond Account are hereby declared to be a Hen and charge upon
532 Pledged Revenues superior to all other charges of any kind or nature and
533 equal in rank to the charge thereon to pay and secure the payment of the
534 principal of and interest on all Parity Bonds.
535
536 From and after the time of issuance and delivery of the Bonds and as long
537 thereafter as any of the same remain outstanding, the Borough hereby
538 irrevocably obligates and binds itself to set aside and pay into the Debt
539 Service Subaccount out of Pledged Revenues on or before the 20th day of
540 each month the following:
541
542 A. Such amounts, in approximately equal monthly installments, as will be
543 sufficient to accumulate the amount required to pay the interest scheduled to
544 become due on Parity Bonds on the next interest payment date; and
545
546 B. Such amounts, in approximately equal monthly installments, as will be
547 sufficient to accumulate (1) the principal amount of Parity Bonds due for which
548 no sinking fund installments have been established; plus (ii) the unsatisfied
549 balance of any sinking fund installment for Parity Bonds, in each case during
550 the next 12 months.
551
552 Moneys in the Debt Service Subaccount may be held in cash or invested in
553 accordance with the Arbitrage and Tax Certificate. Such investments shall
554 mature prior to the time such money is required for the payment of the
555 principal of or interest on the Parity Bonds. All interest earned on and profits
556 derived from such investments shall remain in and become a part of the Debt
557 Service Subaccount.
558
559 Section 16. Reserve Subaccount. The Borough hereby covenants and agrees that it will,
560 at the time of issuance of the Bonds, cause amounts to be paid into the
561 Reserve Subaccount such that the total amount in the Reserve Subaccount
562 will be equal to the Reserve Subaccount Requirement.
563
564 The Borough further covenants and agrees that it will set aside and pay into
565 the Reserve Subaccount amounts from Pledged Revenues, commencing with
566 the first month following the closing and delivery of the Bonds, so that the
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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•
567 amount on deposit in the Reserve Subaccount will at all times be at least
568 equal to the Reserve Subaccount Requirement.
569
570 The Borough further covenants and agrees that in the event it issues any
571 Future Parity Bonds hereafter it will provide in each resolution authorizing the
572 same that at the time of issuance of such Future Parity Bonds payments will
573 be made into the Reserve Subaccount such that the total amount of such
574 payments together with the money already in the Reserve Subaccount will be
575 equal to the Reserve Subaccount Requirement.
576 The Borough further covenants and agrees that it will at all times maintain
577 therein an amount at least equal to the Reserve Subaccount Requirement until
578 there is a sufficient amount in the Bond Account and Reserve Subaccount to
579 pay the principal of, premium, if any, and interest on all outstanding Parity
580 Bonds, at which time the money in the Reserve Subaccount may be used to
581 pay such principal, premium, if any, and interest; provided, however, that
582 moneys in the Reserve Subaccount may be withdrawn, or set aside in a
583 special account in the Bond Account pursuant to Section 15 of this Resolution,
584 to pay (with or without other available funds) the principal, premium, if any,
585 and interest on all of the outstanding Parity Bonds of any single issue or series
586 payable out of the Bond Account, so long as the moneys remaining on deposit
587 in the Reserve Subaccount are at least equal to the Reserve Subaccount
588 Requirement on all of the remaining outstanding Parity Bonds. The Borough
589 may, from time to time, transfer from the Reserve Subaccount to the Debt
590 Service Subaccount amounts in excess of the Reserve Subaccount
591 Requirement.
592
593 In the event there shall be a deficiency in the Debt Service Subaccount for
594 meeting maturing installments of either principal of or interest on the Parity
595 Bonds, such deficiency shall be made up from the Reserve Subaccount by the
596 withdrawal of cash therefrom. Any deficiency created in the Reserve
597 Subaccount by reason of any such withdrawal shall then be made up from
598 Pledged Revenues first available therefor after making necessary provision for
599 the required payments into the Debt Service Subaccount. Investments in the
600 Reserve Subaccount shall be valued at amortized cost except that in the event
601 of a deficiency in the Reserve Subaccount caused by the withdrawal or
602 transfer of moneys therefrom the amount of such deficiency shall be
603 determined by valuing all investments in the Reserve Subaccount at the then
604 market value.
605
606 All money in the Reserve Subaccount may be kept in cash or invested in
607 Government Obligations. Such investments shall mature not later than the
608 last maturity of the Parity Bonds outstanding at the time of their purchase.
609 Interest on any such investments and/or any profits realized from the sale
610 thereof shall be deposited in and become a part of the Debt Service
611 Subaccount.
612
613 Section 17. Investment of Certain Accounts. Moneys held in the Bond Account shall be
614 invested and reinvested to the fullest extent in accordance with Borough
615 policy, such investments to mature not later than at such times as shall be
616 necessary to provide moneys when needed for payments to be made from
617 such Accounts, and in the case of the Reserve Subaccount not later than
618 fifteen years from the date of such investment,
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619
620 Obligations purchased as an investment of moneys in any Account or
621 Subaccount created under this Resolution shall be deemed at all times to be a
622 part of such Account or Subaccount and any profit realized from the liquidation
623 of such investment shall be credited to such Account or Subaccount and any
624 loss resulting from the liquidation of such investment shall be charged to the
625 respective Account or Subaccount.
626
627 In computing the amount in any Account or Subaccount created under this
628 Resolution for any purpose provided in this Resolution, obligations purchased
629 as an investment of moneys therein shall be valued at cost plus interest
630 accrued and unpaid at the date of computation.
631 Section 18. Providence Covenants. As a condition of the issuance and delivery of the
632 Bonds, Providence shall be obligated to execute the Financing Documents to
633 which it is a party. In addition, Providence shall be responsible for ensuring
634 initial and ongoing compliance with Rule 15c2 -12 as promulgated by the
635 Securities and Exchange Commission.
636
637 Section 19. Subordinate Lien Bonds. Nothing contained herein shall prevent the Borough
638 from issuing revenue bonds or notes which are a charge upon Pledged
639 Revenues subordinate or inferior to the payments required herein to be made
640 therefrom into the Debt Service Subaccount and Reserve Subaccount, or from
641 issuing long -term care center revenue bonds to refund maturing bonds for the
642 payment of which moneys are not otherwise available.
643
644 Section 20. Covenants Regarding Arbitrage and Private Activity Bonds. The Borough
645 hereby covenants that it will not make any use of the proceeds of sale of the
646 Bonds or any other funds of the Borough which may be deemed to be
647 proceeds of such Bonds pursuant to Section 148 of the Code which will cause
648 the Bonds to be "arbitrage bonds" within the meaning of said section and the
649 regulations applicable thereunder. The Borough will comply with the
650 requirements of Section 148 of the Code (or any successor provision thereof
651 applicable to the Bonds) and the applicable regulations thereunder throughout
652 the term of the Bonds.
653
654 The Borough further covenants that it will not take any action or permit any
655 action to be taken that would cause the Bonds to constitute "private activity
656 bonds" under Section 141 of the Code. The Borough will take any action
657 determined by the Borough, after consultation with its bond counsel, to be
658 legal and practicable and required to be taken by the Borough under future
659 federal laws or regulations in order to maintain the exemption of the interest
660 on the Bonds from federal income taxation as a "qualified bond" under Section
661 141 of the Code.
662
663 Section 21. Defeasance. In the event that money and /or Acquired Obligations maturing at
664 such time or times and bearing interest to be earned thereon in amounts
665 sufficient to redeem and retire any or all of the Bonds in accordance with their
666 terms are set aside in a special trust account in the Bond Account to effect
667 such redemption or retirement and such money and the principal of and
668 interest on such obligations are .irrevocably set aside and pledged for such
669 purpose, then no further payments need to be made into the Bond Account for
670 the payment of the principal of and interest on such Bonds, and such Bonds
Kodiak Island Borough, Alaska Resolution No. FY2013 -13
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671 shall cease to be entitled to any lien, benefit, or security of this Resolution
672 except the right to receive the funds so set aside and pledged, and such
673 Bonds shall be deemed not to be outstanding hereunder or under any other
674 resolution authorizing the issuance of Future Parity Bonds.
675
676 Section 22. General Authorization to Municipal Officials. After the sale of the Bonds, the
677 proper officials of the Borough are hereby authorized and directed to do
678 everything necessary to complete such sale and to deliver the Bonds to the
679 purchaser upon payment of the purchase price.
680 Section 23. Amendatory and Supplemental Resolutions.
681
682 A. The Assembly from time to time and at any time may pass a resolution
683 or resolutions supplemental hereof, which resolution or resolutions thereafter
684 shall become a part of this Resolution, for any one or more of the following
685 purposes:
686
687 (1) To add to the covenants and agreements of the Borough
688 contained in this Resolution, other covenants and agreements
689 thereafter to be observed, or to surrender any right or power herein
690 reserved to or conferred upon the Borough.
691
692 (2) To make such provisions for the purpose of curing any
693 ambiguities or of curing, correcting or supplementing any defective
694 provision contained in this Resolution or in regard to matters or
695 questions arising under this Resolution as the Assembly may deem
696 necessary or desirable and not inconsistent with this Resolution and
697 which shall not adversely affect the interest of the owners of the Parity
698 Bonds.
699
700 Any such supplemental resolution of the Assembly may be adopted without
701 the consent of the owner of any Parity Bonds at any time outstanding,
702 notwithstanding any of the provisions of Subsection B of this Section.
703
704 B. With the consent of the owners of not less than 60% in aggregate
705 principal amount of the Parity Bonds at the time outstanding, the Assembly
706 may pass a resolution or resolutions supplemental hereto for the purpose of
707 adding any provisions to or changing in any manner or eliminating any of the
708 provisions of this Resolution or of any supplemental resolution; provided,
709 however, that no such supplemental resolution shall:
710
711 (1) Extend the fixed maturity of any of the Parity Bonds, or reduce
712 the rate of interest thereon, or reduce the amount or change the date
713 of any sinking fund installment requirement, or extend the time of
714 payments of interest from their due date, or reduce the amount of the
715 principal thereof, or reduce any premium payable on the redemption
716 thereof, without the consent of the owner of each Parity Bond so
717 affected; or
718
719 (2) Reduce the aforesaid percentage of owners of Parity Bonds
720 required to approve any such supplemental resolution without the
721 consent of the owners of all of the Parity Bonds then outstanding; or
722
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723 (3) Remove the pledge and lien of this Resolution on Pledged
724 Revenues.
725
726 It shall not be necessary for the consent of the owners of Parity Bonds under
727 this Subsection B to approve the particular form of any proposed supplemental
728 resolution, but it shall be sufficient if such consent shall approve the substance
729 thereof.
730
731 C. Upon the passage of any supplemental resolution pursuant to the
732 provisions of this Section, this Resolution shall be deemed to be modified and
733 amended in accordance therewith, and the respective rights, duties, and
734 obligations of the Borough under this Resolution and all owners of the Parity
735 Bonds outstanding hereunder shall thereafter be determined, exercised, and
736 enforced thereunder, subject in all respects to such modification and
737 amendment, and all the terms and conditions of any such supplemental
738 resolution shall be deemed to be part of the terms and conditions of this
739 Resolution for any and all purposes.
740
741 D. Parity Bonds executed and delivered after the execution of any
742 supplemental resolution adopted pursuant to the provisions of this Section
743 may bear a notation as to any matter provided for in such supplemental
744 resolution, and if such supplemental resolution shall so provide, new Parity
745 Bonds so modified as to conform, in the opinion of the Assembly, to any
746 modification of this Resolution contained in any such supplemental resolution,
747 may be prepared by the Borough and delivered without cost to the owners of
748 Parity Bonds then outstanding, upon surrender for cancellation of such Parity
749 Bonds in equal aggregate principal amounts.
750
751 Section 24. Disposition of the Proceeds of Sale of the Bonds. The proceeds received from
752 the sale of the Bonds (exclusive of deposits into the Debt Service Subaccount
753 and the Reserve Subaccount) shall be deposited into the fund of the Borough
754 designated by the Finance Director and shall be used to pay all costs allocable
755 to the issuance of the Bonds, and to undertake improvements authorized by
756 this Resolution.
757
758 Section 25. Loan /Purchase Agreement and Continuing Disclosure. The Borough Manager
759 and Finance Director are each authorized to enter into a Loan Agreement with
760 the Alaska Municipal Bond Bank Authority and/or other Financial Institution or
761 a purchase agreement with an underwriter or other purchaser of the Bonds
762 providing for and relating to the sale of the Bonds, and a Continuing
763 Disclosure Certificate, and the Manager and Finance Director are each
764 authorized to cause the same to be executed and delivered on behalf of the
765 Borough.
766
767 Section 26. Disposition of the Sale Proceeds of the Bonds, The sale proceeds of the
768 Bonds representing accrued interest on the Bonds, if any, shall be applied to
769 pay a portion of the interest due on the Bonds on the first interest payment
770 date for the Bonds. The sale proceeds of the Bonds representing original
771 issue premium on the Bonds, if any, shall be applied to pay issuance costs of
772 the Bonds, a portion of the interest due on the Bonds on the first interest
773 payment dates for the Bonds, or costs of the Project, and shall be deposited in
774 such manner, as the Borough Manager or the Finance Director may
Kodiak Island Borough, Alaska Resolution No. FY2013 - 13
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775 determine. The remaining sale proceeds of the Bonds shall be applied to pay
776 costs of the Project and issuance costs of the Bonds, and shall be deposited
777 in the appropriate funds or accounts of the Borough for such purposes.
778
779 Section 27. Severability. If any one or more of the covenants or agreements provided in
780 this Resolution to be performed on the part of the Borough shall be declared
781 by any court of competent jurisdiction to be contrary to law, then such
782 covenant or covenants, agreement or agreements shall be null and void and
783 shall be deemed separable from the remaining covenants and agreements in
784 this Resolution and shall in no way affect the validity of the other provisions of
785 this Resolution or of the Bonds.
786
787 Section 28. Effective Date. This Resolution shall become effective immediately.
788
789 ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
790 THIS SEVENTH DAY OF FEBRUARY, 2013
791
792 KODIAK ISLAND BOROUGH
793
794 �
795
796 Jer ie M. Selby, Boro - ..`r
797
798
799 ATTEST:
800
801
802 / }f7] � 7
U4f
803 Nova M. Javier, M �4,407
Borough Clerk
•
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