Tab_147aII [SI_U s] IsI I
I, DEBRA MARLAR, City Clerk of the City of Kodiak, Alaska (the 'City"),
HEREBY CERTIFY that the document attached hereto is an accurate and complete
copy of Resolution 07-30 adopted by the City Council at a meeting duly called and held
on October 25, 2007, and that Resolution 07-30 has not been modified, amended,
repealed, or rescinded, but is in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have executed this certificate and impressed the seal
of the City hereon this 3rd day of November, 2016.
CITY OF KODIAK, ALASKA
DEBRA MARLAR, City Clerk
[SEAL]
505786\83\00554970
RI 14 U
WHEREAS, the City of Kodiak, Alaska (the "City") is a home rule city and under
Section 11 of Article X of the Alaska Constitution may exercise all legislative power not
prohibited by law or the charter of the City; and it has been determined that the matters set forth
in this resolution are not prohibited by law or the charter; and
WHEREAS, the City owns and operates a harbor (as further defined in Section 1, the
"Harbor") as a revenue-producing enterprise; and
WHEREAS, Article VI, Section 3 of the Kodiak City Charter authorizes the City to
borrow money and issue evidences of indebtedness therefor, the principal and interest of which
are payable solely out of and the only security of which is the revenue of a revenue-producing
utility or enterprise when authorized by the council for the acquisition, construction,
reconstruction, repair, improvement, extension, enlargement, and/or equipment of the utility or
enterprise; and
WHEREAS, Article VI, Section 3 of the Kodiak City Charter requires that revenue
obligations of the City be ratified by a majority of the qualified voters of the City only so long as
voter approval is required by state law, and under the constitution and statutes of the State of
Alaska the City may issue revenue obligations without voter approval; and
WHEREAS, it is necessary and in the best interest of the City and its residents that the
City now provide for the issuance of one or more series of revenue bonds to finance
improvements to the Harbor and for any other purpose of the Harbor now or hereafter permitted
by law.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Kodiak, Alaska,
Section 1. Definitions. The following terms shall have the following meanings in this
Master Resolution:
"Aggregate Annual Debt Service" means Annual Debt Service for all Outstanding Bonds.
"Annual Debt Service" means the total amount of Debt Service for any Bond or series of
Bonds in any Fiscal Year or Base Period.
Resolution No, 07-30
Page 1 of 13
"Base Period" means any consecutive 12-month period selected by the City out of the 30-
month period next preceding the date of issuance of an additional series of Bonds.
"Bond Bank" means the Alaska Municipal Bond Bank, a public corporation of the State
of Alaska.
"Bond Register" means the registration books maintained by the Registrar as Bond
registrar, which include the names and addresses of the owners or nominees of the owners of the
Bonds.
"Bonds" means the bonds, notes or other evidences of indebtedness issued from time to
time in series under authority of Section 3.
"City" means the City of Kodiak, Alaska, a home rule city organized and existing under
the Constitution and laws of the State of Alaska.
"City Representative" means the City Manager or the City Finance Director, or such
other person as may be designated from time to time by resolution of the Council.
"Consultant" means an independent professional consultant or consulting firm
experienced in harbor matters appointed by the City to perform the duties of Consultant under
this Master Resolution. For the purposes of delivering any certificate required by Section 5(b)(2)
and making the calculation required by Section 5(b)(2), the term Consultant also shall include
any independent public accounting firm appointed by the City to make such calculation or to
provide such certificate.
"Costs of Construction" means all costs paid or incurred by the City in connection with
the acquisition and construction of capital additions, improvements and betterments to and
extensions of the Facilities, and the placing of the same in operation, including without limitation
paying all or a portion of the interest on the series of Bonds or any portion thereof issued to
finance the costs of such improvements during the period of construction of such improvements
and for a period of time thereafter; paying amounts required to meet any reserve requirement for
the fund or account established or maintained for such series of Bonds; paying or reimbursing
the City or any fund thereof or any other person for expenses incident and properly allocable to
the acquisition and construction of said improvements and the placing of the same in operation;
and all other items of expense incident and properly allocable to the acquisition and construction
of said additions and improvements, the financing of the same and the placing of the same in
operation.
"Council" means the general legislative authority of the City, as the same may be
constituted from time to time.
"Coverage Requirement" means Net Revenue equal to or greater than 120% of Aggregate
Annual Debt Service.
Resolution No. 07-30
Page 2 of 13
"Debt Service" means, for any period, with respect to any Bonds, an amount equal to (1)
the principal amount of such Bonds due or subject to mandatory redemption during such period
and for which no sinking fund installments have been established, (2) the amount of any payment
required to be made during such period into any sinking fund established for the payment of any
such Bonds, plus (3) all interest payable during such period on any such Bonds Outstanding and
with respect to Bonds with mandatory sinking fund requirements, calculated on the assumption
that mandatory sinking fund installments will be applied to the redemption or retirement of such
Bonds on the date specified in the Series Resolution authorizing such Bonds.
"Facilities" means all equipment and all property, real and personal, or any interest
therein, whether improved or unimproved (but excluding all Special Facilities), now or hereafter
(for as long as any Bonds shall be Outstanding) owned, operated, used, leased or managed by the
Harbor and which contribute in some measure to its Gross Revenue.
"Fiscal Year" means the fiscal year of the City, which currently is the 12-month period
commencing on July 1 and ending the following June 30.
"Gross Revenue" means (1) all income, receipts and revenue derived by or for the
account of the Harbor from time to time from any source from the ownership, leasing or
operation of the Facilities whatsoever; (2) one hundred percent (100%) of the proceeds of the
Harbor Sales Tax; and (3) all earnings on any fund or account that is pledged to secure the
Bonds. However, the following shall be excluded from Gross Revenue: (i) the proceeds of any
borrowing by the City and the earnings thereon (other than earnings on proceeds deposited in
reserve funds); (ii) proceeds of insurance or condemnation proceeds other than business
interruption insurance; and (iii) income from investments irrevocably pledged to the payment of
Bonds issued or to be defeased under any refunding bond plan of the Harbor.
"Harbor" means St. Paul Harbor and St. Herman Harbor, as either may be added to,
improved and extended (except for improvements or extensions that constitute Special
Facilities), for as long as any of the Bonds are Outstanding.
"Harbor Revenue Fund" means the Boat Harbor Enterprise Fund of the City.
"Harbor Sales Tax" means the portion of the City sales tax that Kodiak City Code
Section 3.08.025(b) and any extensions thereof require the City to allocate to a separate fund or
account to be appropriated and utilized solely for harbor capital improvements.
"Master Resolution" means this Resolution Number 07-30.
"Maximum Annual Debt Service" means, with respect to any Outstanding series of
Bonds, the highest remaining Annual Debt Service for such series of Bonds.
"Net Revenue" means Gross Revenue less any part thereof that must be used to pay
Operating Expenses.
"Operating Expenses" means the current expenses incurred for operation, maintenance or
repair of the Facilities of a non-capital nature, and shall include without limitation labor and
supply expenses that are properly chargeable to current operations, utility expenses, customer
accounts expenses, administrative and general expenses, insurance premiums, lease rentals, legal
and engineering expenses, payments to pension, retirement, group life insurance, health and
hospitalization funds or other employee benefit funds that are properly chargeable to current
operations, interest on customers' deposits, payroll tax expenses, and any other expenses
required to be paid under the provisions of this Master Resolution or by law or permitted by
standard practices for public enterprises similar to the properties and business of the Harbor and
applicable in the circumstances. Operating Expenses shall not include payments of taxes or
assessments (or payments in lieu of taxes or assessments) to the City, payments with respect to
judgments, any allowances for depreciation or amortization, or any principal, redemption price
or purchase price of, or interest on, any obligations of the City incurred in connection with the
Facilities and payable from Gross Revenue.
"Outstanding" means, as of any date, any Bonds theretofore issued except such Bonds
deemed to be no longer Outstanding as provided in the Series Resolution authorizing the
issuance thereof.
"Parity Bonds" means any Bonds issued in the future under a Series Resolution which
provides that such Bonds shall be on a parity of lien with other series of Bonds issued pursuant to
this Master Resolution, as provided in Section 3.
"Rate Covenant" means the covenant of the City set forth in Section 6(a).
"Registered Owner" means the person named as the registered owner of a Bond in the
Bond Register.
"Registrar" means the City Finance Director, or any person that the Council may appoint
from time to time by resolution or by a Series Resolution, to act as registrar for one or more
series of Bonds.
"Series Resolution" means a resolution authorizing the issuance of a series of Bonds, as
such resolution may thereafter be amended or supplemented. Each Series Resolution shall be
supplemental to this Master Resolution.
"Special Facilities" means harbor equipment and property, real and personal, or any
interest therein, that the Council finds to constitute a system that is distinct from the Facilities of
the Harbor at the time they are financed, and which may be financed with the proceeds of Special
Revenue Bonds.
"Special Revenue Bonds" means any issue or series of revenue bonds of the City issued
to acquire, construct, equip, install or improve part or all of any Special Facilities and which are
payable from and secured by the income and revenue from such Special Facilities.
Resolution No. 07-30
Page 4 of 13
"2007A Bonds" means the City of Kodiak, Alaska, Harbor Revenue Bonds, 2007A
authorized by Resolution Number 07-3 1.
Section 2. Priority of Use of Gross Revenue. The Gross Revenue shall be deposited in
the Harbor Revenue Fund as collected. The Harbor Revenue Fund shall be held separate and
apart from all other funds and accounts of the City, and the Gross Revenue deposited therein
shall be used only for the following purposes and in the following order of priority:
to pay Operating Expenses not paid from other sources;
Second, to make all payments, including sinking fund payments, required to be made into
the debt service account(s) of any Bond redemption fund to pay the principal of and interest and
premium, if any, on any Bonds;
Third, to make all payments required to be made into any reserve account(s) to secure the
payment of any Bonds;
Fourth, to make all payments required to be made into any other revenue bond
redemption fund and debt service account or reserve account created therein to pay and secure
the payment of the principal of and interest on any revenue bonds or other revenue obligations of
the City having a lien upon Net Revenue and the money in the Harbor Revenue Fund junior and
inferior to the lien thereon for the payment of the principal of and interest on any Bonds; and
Fifth, to retire by redemption or purchase in the open market any outstanding harbor
revenue bonds or other harbor revenue obligations of the City as authorized in the various
ordinances or resolutions of the City authorizing their issuance, or to make necessary additions,
betterments, improvements and repairs to or extensions and replacements of the Facilities, or any
other lawful City purposes, except to the extent of any deficiencies in payments for Second,
Third or Fourth purposes.
Section 3. Authorization of Bonds. The City hereby is authorized to issue revenue bonds
of the City, to be known as the "City of Kodiak, Alaska, Harbor Revenue Bonds," from time to
time in series, and without limitation as to aggregate principal amount. Each series of Bonds may
be issued in such amount and upon such terms and conditions as the Council may from time to
time deem to be necessary or advisable, for any purposes of the Harbor now or hereafter
permitted by law, but only upon compliance with the applicable conditions for their issuance in
Section 5.
All Bonds shall be Parity Bonds having an equal lien and charge upon Net Revenue upon
the fulfillment of the conditions for their issuance under this Master Resolution. From and after
the time of issuance and delivery of the Bonds of each series, and so long thereafter as any of the
same remain Outstanding, the City hereby irrevocably obligates and binds itself to set aside and
pay out of Net Revenue into the special funds created for the payment of the Bonds of such
series, on or before the due date, the amount necessary to pay principal or interest coming due on
the Bonds of such series. Said amounts so pledged to be paid into such special funds are hereby
declared to be a prior lien and charge upon Gross Revenue superior to all other charges of any
Resolution No. 07-30
Page 5 of 13
kind or nature whatsoever except for Operating Expenses and except for charges equal in rank
that may be made thereon to pay and secure the payment of the principal of and interest on Parity
Bonds issued under this Master Resolution.
The Bonds shall not in any manner or to any extent constitute general obligations of the
City or of the State of Alaska, or of any political subdivision of the State of Alaska.
Section 4, Series Resolution. Each series of Bonds shall be authorized by a Series
Resolution, which shall, among other provisions, specify or provide for:
(a) the authorized principal amount, designation and series of such Bonds;
(b) the general purpose or purposes for which such series of Bonds is being issued, and
the deposit, disbursement and application of the proceeds of the sale of the Bonds of such series;
(c) the date or dates, and the maturity date or dates, of the Bonds of such series, and the
principal amount maturing on each maturity date;
(d) the interest rate or rates on the Bonds of such series and the interest payment date or
dates therefor;
(e) the circumstances, if any, under which the Bonds of such series will be deemed to be
no longer Outstanding;
(f) the denominations of, and the manner of dating, numbering, and, if necessary,
authenticating, the Bonds of such series;
(g) the paying agent or paying agents, if any, for the Bonds of such series and the duties
and obligations thereof;
(h) the place or places of payment of the principal, redemption price, if any, or purchase
price, if any, of and interest on, the Bonds of such series;
(i) the Registrar or Registrars, if any, for the Bonds of such series and the duties and
obligations thereof;
(j) the form or forms of the Bonds of such series and the methods, if necessary, for the
registration, transfer and exchange of the Bonds of such series;
(k) the terms and conditions, if any, for the redemption of the Bonds of such series prior
to maturity, including the redemption date or dates, the redemption price or prices and other
applicable redemption terms;
(1) the manner of sale of the Bonds of such series;
Resolution No. 07-30
Page 6 of 13
(m) if so determined by the City, the authorization of and any terms and conditions with
respect to credit support for the Bonds of such series and the pledge or provision of moneys,
assets or security other than Net Revenue to or for the payment of the Bonds of such series or
any portion thereof;
(n) a special fund or account to provide for the payment of the Bonds of such series and,
if so determined by the City, any other specific funds or accounts, including without limitation
reserve funds or accounts, for the Bonds of such series and the application of moneys or
securities therein; and
(o) any other provisions which the City deems necessary or desirable in connection with
the Bonds of such series.
Concurrently with the adoption of this Master Resolution, the City will adopt Resolution
Number 07-31, authorizing the issuance of $2,000,000 in aggregate principal amount of 2007A
Bonds,
Section 5, Limitations on Issuance of Bonds. Except for the 2007A Bonds, the City shall
not issue any series of Bonds or incur any additional indebtedness with a parity lien or charge on
Net Revenue with Bonds at the time Outstanding unless it meets the applicable conditions for the
issuance of such series in this section.
(a) Project Completion. The City may issue Bonds to pay Costs of Construction of
Facilities for which Bonds have been issued previously if the principal amount of such Bonds
being issued for completion purposes does not exceed an amount equal to an aggregate of 15%
of the principal amount of Bonds theretofore issued for such Facilities and reasonably allocable
to the Facilities to be completed as shown in a written certificate of a City Representative, and
there is delivered a Consultant's certificate stating that the nature and purpose of such Facilities
has not materially changed.
(b) Any Purposes of the Harbor. The City may issue Bonds if the Bonds are being issued
for any purposes permitted under Section 3, upon delivery of a certificate prepared as described
in paragraph (1) or (2) of this subsection.
(1) Certificate of the City Without a Consultant. The City may deliver a certificate
without a Consultant if the City shall not have been in default of the Rate Covenant for the
immediately preceding Fiscal Year, and if Net Revenue for the Base Period (confirmed by an
independent audit) is not less than the amount of Net Revenue that would be required to fulfill
the Coverage Requirement commencing with the first full Fiscal Year following the date on
which any portion of interest on the series of Bonds then being issued will be paid from a source
other than the proceeds of such series of Bonds.
(2) Certificate of a Consultant. Unless the City may deliver a certificate without a
Consultant as provided in paragraph (1) of this subsection, the City shall deliver a certificate of a
Consultant demonstrating fulfillment of the Coverage Requirement, commencing with the first
full Fiscal Year following the date on which any portion of interest on the series of Bonds then
Resolution No. 07-30
Page 7 of 13
being issued no longer will be paid from the proceeds of such series of Bonds. For the purpose of
certifying compliance with the Coverage Requirement under this paragraph (2), the Consultant
shall determine Net Revenue by adding the following:
(i) The historic net revenue of the Harbor for the Base Period.
(ii) The net revenue derived from those customers of the Harbor that have
become customers during the Base Period or thereafter and prior to the date of such certificate,
adjusted to reflect a full year's Net Revenue from each such customer to the extent such net
revenue was not included under subparagraph (i) of this paragraph (2).
(iii) The estimated annual net revenue to be derived from any customer
under any executed contract for Harbor service, which net revenue was not included in any of the
other sources of net revenue described in this paragraph (2).
(iv) The estimated annual net revenue to be derived from the operation of
any additions or improvements to or extensions of the Facilities under construction but not
completed at the time of such certificate and not being paid for out of the proceeds of sale of
such Bonds being issued, and which net revenue is not otherwise included in any of the sources
of net revenue described in this paragraph (2).
(v) The estimated annual net revenue to be derived from the operation of
any additions and improvements to or extensions of the Facilities being paid for out of the
proceeds of sale of such Bonds being issued.
If the Harbor will not derive any revenue as a result of the construction of
additions, improvements or extensions being or to be made to the Facilities within the provisions
of subparagraphs (iv) or (v) of this paragraph (2), the estimated annual Operating Expenses of
such additions, improvements and extensions shall be deducted from estimated annual net
revenue.
The words "historic net revenue" or "net revenue" as used in this paragraph (2)
shall mean the Gross Revenue or any part or parts thereof less the normal expenses of
maintenance and operation of the Facilities or any part or parts thereof, but before depreciation.
Such "historic net revenue" or "net revenue" shall be adjusted to reflect the Harbor rates and
charges effective on the date of such certificate if there has been any change in such rates and
charges during or after the Base Period.
Notwithstanding any other provision of this paragraph (2), for so long as the Bond Bank
is the Registered Owner of any Outstanding Bonds, the City shall not issue any Bonds under this
paragraph (2) without the prior written consent of the Bond Bank, which consent shall not be
unreasonably refused.
(c) Refunding for Debt Service Savings. The City may issue Bonds for the purpose of
refunding Outstanding Bonds where the Annual Debt Service in each Fiscal Year on all Bonds to
Resolution No. 07-30
Page 8of13
be Outstanding after the issuance of the refunding Bonds will not be greater than the Annual
Debt Service in the same Fiscal Year if such refunding did not occur.
Section 6. Specific Covenants. The City hereby covenants with the Registered Owners of
all Outstanding Bonds for as long as any Bonds remain Outstanding:
(a) Rate Covenant. At all times the City will establish, maintain and collect rentals,
tariffs, rates, fees, and charges in the operation of all of the business of the Harbor that will
produce Net Revenue in each Fiscal Year at least equal to the greater of:
(1) 120% of the amount required in such Fiscal Year to be paid as Debt Service
on Outstanding Bonds, or
(2) the amount required to be deposited during such Fiscal Year from Net
Revenue (i) into bond funds and reserve funds established for Outstanding Bonds, but excluding
from each of the foregoing payments made from refunding debt or capitalized Debt Service; plus
(ii) the amount required to be deposited into any other revenue bond redemption fund and debt
service account or reserve account created to pay and secure the payment of the principal of and
interest on any revenue bonds or other revenue obligations of the City having a lien upon Net
Revenue and the money in the Harbor Revenue Fund junior and inferior to the lien thereon for
the payment of the principal of and interest on any Bonds.
If the Net Revenue in any Fiscal Year is less than required to fulfill the Rate Covenant,
then the City will retain a Consultant to make recommendations as to operations and the revision
of schedules of rentals, tariffs, rates, fees and charges, and on the basis of such recommendations
and other available information the City will establish such rentals, tariffs, rates, fees and charges
for Harbor services and operations as are necessary to meet the Rate Covenant. If the City has
taken the steps set forth in this paragraph and the Net Revenue in the Fiscal Year in which
adjustments are made nevertheless is not sufficient to meet the Rate Covenant, there shall be no
default under the Rate Covenant unless the City fails to meet the Rate Covenant in the Fiscal
Year immediately succeeding the Fiscal Year in which the adjustments are made.
(b) Maintenance and Repairs. The City will at all times maintain, preserve and keep the
Harbor's properties and every part and parcel thereof in good repair, working order and
condition; will from time to time make or cause to be made all necessary and proper repairs,
renewals and replacements thereto so that the business carried on in connection therewith may be
properly and advantageously conducted, and will at all times operate the Harbor in an efficient
manner and at a reasonable cost.
(c) Insurance. The City will at all times carry fire and other casualty insurance on the
plant and equipment of the Harbor to the full insurable value thereof, and will also carry
adequate public liability insurance and such other forms of insurance as under good business
practices are ordinarily carried on such plant and equipment. Such insurance also may be
maintained by the City through a program of self-insurance.
Resolution No, 07-30
Page 9 of 13
(d) Extensions or Betterments. The City will not expend any of the money in the Harbor
Revenue Fund for any extensions or betterments which are not economically sound and which
will not contribute to the operation of the Harbor in an efficient and economical manner, unless
such extensions are required bylaw or any regulatory body having jurisdiction.
(e) Accounting. The City will keep and maintain proper books and accounts with respect
to the operation of the Harbor in such manner as prescribed by any authorities having jurisdiction
over the Harbor and will cause its books of account to be audited annually by competent certified
public accountants, copies of which audits shall, upon request, be furnished to Registered
Owners of the Bonds. Said audits shall show whether or not the City has in all respects
performed and complied with the covenants set forth in this Master Resolution.
(f) Bonding of Employees. All employees and agents of the City collecting or handling
money of the City in connection with the management and operation of the Harbor shall be
bonded in an amount commensurate with the funds they handle and in an amount sufficient to
protect the City from loss.
(g) Disposal of Harbor. The City will not sell, or otherwise dispose of, substantially all of
the Facilities or other properties of the Harbor, unless contemporaneously with such sale or
disposal there shall be paid into a special fund a sum sufficient (together with investment income
thereon) to defease all Bonds then Outstanding to the date or dates on which they first may be
redeemed.
The City may sell or dispose of any portion of the Facilities or other properties of the
Harbor to related or unrelated entities, provided that if such properties constitute five percent or
greater of the "book value" of the Harbor's properties or generate five percent or greater of the
Net Revenue of the Harbor at the time of such sale or disposition, the Harbor has on hand a
report from a Consultant verifying compliance with the Coverage Requirement for the next three
full Fiscal Years.
The City also may sell, dispose of or convey any assets which are no longer deemed to be
used or useful to the operations of the Harbor.
Section 7, Amendatorv and Supplemental Resolutions.
(a) The Council from time to time and at any time may adopt a resolution or resolutions
supplemental hereto, which resolution or resolutions thereafter shall become a part of this Master
Resolution, for any one or more of the following purposes:
(1) To provide for the issuance of a series of Bonds pursuant to Section 4, and to
prescribe the terms and conditions pursuant to which such Bonds may be issued, paid or
redeemed.
(2) To add covenants and agreements of the City for the purpose of further
securing the payment of the Bonds; provided that such additional covenants and agreements are
Resolution No. 07-30
Page 10 of 13
not contrary to or inconsistent with the covenants and agreements of the City contained in this
Master Resolution.
(3) To prescribe further limitations and restrictions upon the issuance of Bonds
and the incurring of indebtedness by the City payable from Net Revenue which are not contrary
to or inconsistent with the limitations and restrictions thereon theretofore in effect.
(4) To surrender any right, power or privilege reserved to or conferred upon the
City by the terms of this Master Resolution.
(5) To make such provisions for the purpose of curing any ambiguities or of
curing, correcting or supplementing any defective provision contained in this Master Resolution
or in regard to matters or questions arising under this Master Resolution as the Council may
deem necessary or desirable and not inconsistent with this Master Resolution and which shall not
adversely affect the interests of the Registered Owners of the Bonds.
Any such supplemental resolution may be adopted without the consent of the Registered
Owner of any of the Bonds at any time Outstanding, notwithstanding any of the provisions of
subsection (b) of this section.
(b) With the consent of the Registered Owners of not less than 60 percent in aggregate
principal amount of the Bonds at the time Outstanding, the Council may adopt a resolution or
resolutions supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Master Resolution or of any supplemental
resolution; provided, however, that no such supplemental resolution shall:
(1) extend the fixed maturity of any of the Bonds, or reduce the rate of interest
thereon, or reduce the amount or change the date of any sinking fund installment, or extend the
time of payments of interest from their due date, or reduce the amount of the principal thereof, or
reduce any premium payable on the redemption thereof, without the consent of the Registered
Owner of each Bond so affected; or
(2) reduce the aforesaid percentage of Registered Owners of Bonds required to
approve any such supplemental resolution without the consent of the Registered Owners of all of
the Bonds then outstanding.
It shall not be necessary for the consent of the Registered Owners of the Bonds under this
subsection to approve the particular form of any proposed supplemental resolution, but it shall be
sufficient if such consent approves the substance thereof.
(c) Upon the adoption of any supplemental resolution under this section, this Master
Resolution shall be deemed to be modified and amended in accordance therewith, and the
respective rights, duties and obligations under this Master Resolution of the City and all
Registered Owners of Outstanding Bonds shall thereafter be subject in all respects to such
modification and amendment, and all the terms and conditions of the supplemental resolution
Resolution No. 07-30
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shall be deemed to be part of the terms and conditions of this Master Resolution for any and all
purposes.
(d) Bonds of any series delivered after the effective date of any amendment adopted
under this section to this Master Resolution or the Series Resolution with respect to that series
may bear a notation as to any matter provided for in such supplemental resolution, and if such
supplemental resolution shall so provide, new Bonds modified so as to conform, in the opinion
of the City, to the terms of any such supplemental resolution may be prepared by the City and
delivered without cost to the Registered Owners of the affected Bonds then Outstanding, upon
surrender for cancellation of such Bonds in equal aggregate principal amounts.
Section 8. Notice to Registered Owners. Except as this Master Resolution specifically
provides otherwise, any notice under this Master Resolution to Registered Owners of any Bonds
may be given by first class mail, postage prepaid, to such Registered Owners at their respective
addresses appearing upon the Bond Register maintained by or on behalf of the City.
Section 9. Execution of Instruments by Registered Owners. Any instrument in writing
that this Master Resolution requires or permits to be executed by Registered Owners of Bonds
may be in any number of concurrent instruments of similar tenor and may be executed by such
Registered Owners in person or by an agent duly appointed by an instrument in writing. The fact
and date of the execution by any person of any such instrument may be proved sufficiently for
any purpose of this Master Resolution by either (a) an acknowledgment executed by a notary
public or other officer empowered to take acknowledgments of deeds to be recorded in the
particular jurisdiction, (b) an affidavit of a witness to such execution sworn to before such a
notary public or other officer, or (c) a signature guarantee. Where such execution is by an officer
of a corporation or association or a member of a partnership on behalf of such corporation,
association or partnership, such acknowledgment or affidavit shall also constitute sufficient proof
of the authority of such person. The foregoing shall not be construed as limiting the City to such
proof, it being intended that the City may accept any other evidence of the matters herein stated
which to it may seem sufficient.
Section 10. Resolutions a Contract with Registered Owners. In consideration of the
purchase and acceptance of the Bonds by those who shall own the same from time to time, the
provisions of this Master Resolution and of any Series Resolution shall constitute a contract with
the Registered Owners of each Bond, and the obligations of the City under this Master
Resolution and under any Series Resolution shall be enforceable by any court of competent
jurisdiction; and the covenants and agreements herein set forth to be performed on behalf of the
City shall be for the equal benefit, protection and security of the Registered Owners of any and
all of the Bonds.
Section 11. Severability. If any one or more of the covenants or agreements provided in
this Master Resolution to be performed on the part of the City shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements shall be null and void and shall be deemed separable from the remaining covenants
and agreements in this Master Resolution and shall in no way affect the validity of the other
provisions of this Master Resolution or of the Bonds.
Resolution No. 07-30
Page 12 of 13
Section 12. Effective Date. This resolution shall take effect upon passage and approval.
ATTEST:
CITY OF KODIAK
7i
' MAYOT
CITY CLERK
Adopted: October 25, 2007
Resolution No. 07-30
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