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Tab_158aMM M II a ['LII Mel &M I 4170 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 07-32 adopted by the City Council at a meeting duly called and held on October 25, 2007, and that Resolution 07-32 has not been modified, amended, repealed, or rescinded, but is in full force and effect on the date hereof.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\00554984 CITY OF KODIAK ii ____________ _______ WHEREAS, the City of Kodiak, Alaska (the "City") is a home rule city and under Sec- tion 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 reso- lution are not prohibited by law or the charter; and WHEREAS, Article VI, Section 3 of the Kodiak City Charter authorizes the City to bor- row 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 obli- gations 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, the City proposes to construct a boat lift and related upland facilities (the "Boat Lift Special Facility") within St. Herman Harbor in the City; and WHEREAS, the City has adopted Resolution Number 07-30 (the "Harbor Master Reso- lution") authorizing harbor revenue bonds, and creating a lien upon net revenue of the harbor and the harbor revenue fund described therein for the payment of the harbor revenue bonds; and WHEREAS, the Harbor Master Resolution excludes from the harbor "special facilities," defined as 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, and the council finds that the Boat Lift Special Facility constitutes such a "special facility"; and WHEREAS, the Harbor Master Resolution permits the City to issue revenue bonds of the City having a lien upon the net revenue of the harbor 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 bonds issued under the Harbor Master Resolution; and Resolution No. 07-32 Page 1 of 13 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 the Boat Lift Special Facility. 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. "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. "Boat Lift Revenue Fund" means the Boat Lift Enterprise Fund of the City. "Boat Lift Special Facility" means all equipment and all property, real and personal, or any interest therein, whether improved or unimproved owned, operated, used, leased or managed as part of the boat lift and related upland facilities within St. Herman Harbor. "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 regi- strar, 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 4. "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 oth- er person as may be designated from time to time by resolution of the Council. "Consultant" means an independent professional consultant or consulting firm expe- rienced 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 6(b)(2) and making the calculation required by Section 6(b)(2), the term Consultant also shall include any independent public accounting finn appointed by the City to make such calculation or to provide such certificate. Resolution No. 07-32 Page 2 of 13 "Costs of Construction" means all costs paid or incurred by the City in connection with the acquisition and construction of the Boat Lift Special Facility, and capital additions, im- provements and betterments to and extensions of the Boat Lift Special Facility, 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 main- tained 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 consti- tuted from time to time. "Coverage Requirement" means Net Revenue equal to or greater than 120% of Aggregate Annual Debt Service. "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. "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 ac- count of the Boat Lift Special Facility from time to time from any source from the ownership, leasing or operation of the Boat Lift Special Facility whatsoever; and (2) 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 condemna- tion proceeds other than business interruption insurance; and (iii) income from investments irre- vocably pledged to the payment of Bonds issued or to be defeased under any refunding bond plan of the Boat Lift Special Facility. "Harbor" means the "Harbor" as that term is defined in the Harbor Master Resolution. "Harbor Master Resolution" means Resolution Number 07-30. Resolution No. 07.-32 Page 3 of 13 "Harbor Revenue Bonds" means bonds issued under Section 5 of the Harbor Master Res- olution. "Harbor Revenue Fund" means the Boat Harbor Enterprise Fund of the City. "Initial Boat Lift Special Facility" means all Boat Lift Special Facility improvements that are to be acquired, constructed and installed with proceeds of the 2007A Bonds. "Master Resolution" means this Resolution Number 07-32. "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 Op- erating Expenses, plus Supplemental Revenue. "Operating Expenses" means the current expenses incurred for operation, maintenance or repair of the Boat Lift Special Facility of a non-capital nature, and shall include without limita- tion labor and supply expenses that are properly chargeable to current operations, utility ex- penses, customer accounts expenses, administrative and general expenses, insurance premiums, lease rentals, legal and engineering expenses, payments to pension, retirement, group life insur- ance, health and hospitalization funds or other employee benefit funds that are properly chargea- ble 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 permit- ted by standard practices for public enterprises similar to the properties and business of the Boat Lift Special Facility 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, pay- ments with respect to judgments, any allowances for depreciation or amortization, or any prin- cipal, redemption price or purchase price of, or interest on, any obligations of the City incurred in connection with the Boat Lift Special Facility 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 is- suance 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 4. "Rate Covenant" means the covenant of the City set forth in Section 7(a). "Registered Owner" means the person named as the registered owner of a Bond in the Bond Register. Resolution No. 07-32 Page 4 of 13 "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 se- ries 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. "Supplemental Revenue" means all amounts required to be deposited in the Harbor Rev- enue Fund under the Harbor Master Resolution and available to make payments for Fourth pur- poses under Section 2 of the Harbor Master Resolution. "2007A Bonds" means the City of Kodiak, Alaska, Boat Lift Special Facility Revenue Bonds, 2007A authorized by Resolution Number. 07-33. Section 2. Priority of Use of Gross Revenue. The Gross Revenue shall be deposited in the Boat Lift Revenue Fund as collected. The Boat Lift 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: First, 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; and Fourth, to make necessary additions, betterments, improvements and repairs to or exten- sions and replacements of the Boat Lift Special Facility, or any other lawful City purposes, ex- cept to the extent of any deficiencies in payments for Second or Third purposes. Section 3, Application of Supplemental Revenue. If Gross Revenue is not sufficient to make any payment required for Second or Third purposes under Section 3, the City shall apply Supplemental Revenue to make up the deficiency. Section 4. Authorization of Bonds. The City hereby is authorized to issue revenue bonds of the City, to be known as the "City of Kodiak, Alaska, Boat Lift Special Facility 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 Boat Lift Special Facility now or hereafter permitted by law, but only upon compliance with the appli- cable conditions for their issuance in Section 6. Resolution No. 07-32 Page Sofi3 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 se- ries, 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 superior to all other charges of any kind or nature what- soever, except for (i) charges equal in rank that may be made thereon to pay and secure the pay- ment of the principal of and interest on Parity Bonds issued under this Master Resolution; (ii) Operating Expenses, in the case of Gross Revenue; and (iii) the lien and charge on Supplemental Revenue under the Harbor Master Resolution for the payment of the principal of and interest on Harbor Revenue Bonds. 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 5. Series Resolution. Each series of Bonds shall be authorized by a Series Reso- lution, 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, authen- ticating, 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 obli- gations thereof; Resolution No. 07-32 Page 6 of 13 ) 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 ap- plicable redemption terms; (1) the manner of sale of the Bonds of such series; (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, as- sets 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 securi- ties 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 07-33, authorizing the issuance of $5,000,000 in aggregate principal amount of 2007A Bonds. Section 6. 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 the Boat Lift Special Facility 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 ag- gregate of 15% of the principal amount of Bonds theretofore issued for the Boat Lift Special Fa- cility and reasonably allocable to the Boat Lift Special Facility 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 the Boat Lift Special Facility has not materially changed. (b) Any Purposes of the Boat Lift Special Facility. The City may issue Bonds if the Bonds are being issued for any purposes permitted under Section 4, 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 im- mediately preceding Fiscal Year, and if Net Revenue for the Base Period (confirmed by an inde- Resolution No. 07-32 Page 7 of 13 pendent 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 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 Boat Lift Special Facility for the Base Period. (ii) The net revenue derived from those customers of the Boat Lift Special Facility 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 ex- tent 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 Boat Lift Special Facility 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 Boat Lift Special Facility under construc- tion 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 Boat Lift Special Facility being paid for out of the proceeds of sale of such Bonds being issued. If the Boat Lift Special Facility will not derive any revenue as a result of the con- struction of additions, improvements or extensions being or to be made to the Boat Lift Special Facility 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 mainten- ance and operation of the Boat Lift Special Facility or any part or parts thereof, but before depre- ciation. Such "historic net revenue" or "net revenue" shall be adjusted to reflect the Boat Lift Resolution No. 07-32 Page 8 of 13 Special Facility 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 un- reasonably 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 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 7, 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 after the Fiscal Year in which the Initial Boat Lift Special Facility is placed in service, the City will establish, maintain and collect rentals, tariffs, rates, fees, and charges in the operation of all of the Boat Lift Special Facility and 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 Reve- nue 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. 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 Boat Lift Special Facility and 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 adjust- ments are made. (b) Maintenance and Repairs. The City will at all times maintain, preserve and keep the Boat Lift Special Facility 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, re- newals 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 Boat Lift Special Facili- ty in an efficient manner and at a reasonable cost. Resolution No. 07-32 Page 9 of 13 (c) Insurance. The City will at all times carry fire and other casualty insurance on the plant and equipment of the Boat Lift Special Facility 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. (d) Extensions or Betterments. The City will not expend any of the money in the Boat Lift Revenue Fund for any extensions or betterments which are not economically sound and which will not contribute to the operation of the Boat Lift Special Facility in an efficient and economical manner, unless such extensions are required by law 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 Boat Lift Special Facility in such manner as prescribed by any authorities having jurisdiction over the Boat Lift Special Facility 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 Boat Lift Special Fa- cility 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 Boat Lift Special Facility. The City will not sell, or otherwise dispose of, substantially all of the Boat Lift Special Facility, 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 Boat Lift Special Facility to related or unrelated entities, provided that if such properties constitute five percent or greater of the "book value" of the Boat Lift Special Facility's properties or generate five percent or greater of the Net Revenue of the Boat Lift Special Facility at the time of such sale or disposition, the Boat Lift Special Facility 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 Boat Lift Special Facility. Section 8. Amendatory 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: Resolution No. 07-32 Page 10 of 13 (1) To provide for the issuance of a series of Bonds pursuant to Section 5, and to prescribe the terms and conditions pursuant to which such Bonds may be issued, paid or re- deemed. (2) To add covenants and agreements of the City for the purpose of further secur- ing the payment of the Bonds; provided that such additional covenants and agreements are not contrary to or inconsistent with the covenants and agreements of the City contained in this Mas- ter 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 cur- ing, 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 ad- versely 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. Resolution No. 07-32 Page 11 of 13 (c) Upon the adoption of any supplemental resolution under this section, this Master Res- olution 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 amend- ment, and all the terms and conditions of the supplemental resolution 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 tin- der 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 sup- plemental 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 deli- vered without cost to the Registered Owners of the affected Bonds then Outstanding, upon sur- render for cancellation of such Bonds in equal aggregate principal amounts. Section 9. 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 10. 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 par- ticular 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, associa- tion 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 11. Resolutions a Contract with Registered Owners. In consideration of the pur- chase and acceptance of the Bonds by those who shall own the same from time to time, the pro- visions 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 12. 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 Resolution No. 07-32 Page 12 of 13 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 pro- visions of this Master Resolution or of the Bonds. Section 13. Effective Date. This resolution shall take effect upon passage and approval. CITY OF KODIAK za': ~~'w ~ I - ;-. , 14 V MAYOR I/ ATTEST: CITY CLERK Adopted: October 25, 2007 Resolution No. 07-32 Page 13 of 13