Tab_158b[Ii l II ci.ii i ) .i I 1 1
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 2016-30(SUB) adopted by the City Council at a meeting duly called
and held on September 22, 2016, and that Resolution 2016-30(SUB) 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modified, amended, repealed, or rescinded, but is in full force and effect on the date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]
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CITY OF
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S AND
WHEREAS, the City of Kodiak (the "City") has authorized the issuance of boat lift
special facility revenue bonds in one or more series pursuant to Resolution Number 07-32
adopted October 25, 2007 (the "Master Resolution"); and
WHEREAS, there are now outstanding Boat Lift Special Facility Revenue Bonds, 2007A
of the City maturing on September 1 in the years 2017 through 2037 in the aggregate principal
amount of $3,490,000 (the "2007 Bonds"), issued under the Master Resolution and Resolution
Number 07-33 of the City; and
WHEREAS, the Council finds that it is in the best interest of the City to provide for the
refunding, including the payment of principal of, and premium and interest on, those maturities
of the 2007 Bonds (the "Refunded Bonds") whose refunding the City Manager or City Finance
Director determines will produce the percentage debt service savings specified in this Series
Resolution, by the issuance of boat lift special facility revenue refunding bonds (the "2016A
Bonds") in the aggregate principal amount of not to exceed $3,900,000; 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, the Alaska Municipal Bond Bank and the City intend to enter into an
Amendatory Loan Agreement, which amends the Loan Agreement dated as of December 1, 2007
(the "2007 Loan Agreement") between the Alaska Municipal Bond Bank and the City to provide
for the refunding of the Refunded Bonds through their exchange for the 2016A Bonds and
related matters; and
WHEREAS, the Council finds that it is necessary and appropriate to delegate to each of
the City Manager and City Finance Director authority to determine the maturity amounts, interest
Resolution No. 2016-30(SUB)
Page! of 11
rates and other details of the 2016A Bonds, and to determine other matters that are not provided
for in this resolution.
NOW, THEREFORE, BE IT RESOLVED by the council of the City of Kodiak, Alaska:
Section 1. Definitions. The terms used in this Series Resolution which are defined in the
Master Resolution shall have the meanings set forth in the Master Resolution. In addition the
following terms shall have the following meanings in this Series Resolution:
"Amendatory Loan Agreement" means the Amendatory Loan Agreement between the
City and the Bond Bank, amending the 2007 Loan Agreement to provide for the refunding of the
Refunded Bonds through their exchange for the 2016A Bonds, and related matters.
"Bond Bank" means the Alaska Municipal Bond Bank, a public corporation of the State
of Alaska.
"Bond Bank Bonds" means general obligation bonds issued by the Bond Bank to refund
all or part of its outstanding General Obligation Bonds, 2007 Series Five.
"Code" means the Internal Revenue Code of 1986, as amended from time to time,
together with all regulations applicable thereto.
"Government Obligations" means obligations that are either (i) direct obligations of the
United States of America or (ii) obligations of an agency or instrumentality of the United States
of America the timely payment of the principal of and interest on which are unconditionally
guaranteed by the United States of America.
"Loan Agreement" means the 2007 Loan Agreement as amended by the Amendatory
Loan Agreement.
"2007 Loan Agreement" means the Loan Agreement dated as of December 1, 2007
between the Bond Bank and the City.
"2016A Bond Fund" means the Boat Lift Special Facility Revenue Refunding Bond
Fund, 2016A, established by Section 13 of this Series Resolution.
"2016A Bonds" means the City of Kodiak, Alaska, Boat Lift Special Facility Revenue
Refunding Bonds, 2016A authorized by this Series Resolution.
"2016A Debt Service Account" means the account of that name created in the 2016A
Bond Fund by Section 13(a) of this Series Resolution.
"2016A Reserve Account" means the account of that name created in the 2016A Bond
Fund by Section 13(b) of this Series Resolution.
Resolution No. 2016-30(SUB)
Page 2 of 11
"2016A Reserve Requirement" means an amount equal to the least of (i) Maximum
Annual Debt Service with respect to the Outstanding 2016A Bonds; (ii) 125% of average Annual
Debt Service with respect to the Outstanding 2016A Bonds; (iii) 10% of the initial principal
amount of the 2016A Bonds; and (iv) any lesser amount that may be required from time to time
under the Code for the exclusion of interest on the 2016A Bonds from gross income for federal
income tax purposes.
Section 2. Authorization of 2016A Bonds and Purpose of Issuance. For the purpose of
effecting the refunding by exchange of the Refunded Bonds in the manner set forth in this Series
Resolution and the Amendatory Loan Agreement, to make any required deposit into the 2016A
Reserve Account, and to pay all costs incidental thereto and to the issuance of the 2016A Bonds,
the City hereby authorizes and determines to issue and sell as a series of Bonds under the Master
Resolution the 2016A Bonds in the aggregate principal amount of not to exceed $3,900,000.
Section 3. Obligation of 2016A Bonds, The 2016A Bonds shall be an obligation only of
the 2016A Bond Fund and shall be payable and secured as provided herein and in the Master
Resolution. Neither the faith and credit nor the taxing power of the City is pledged for the
payment of the 2016A Bonds.
Section 4. Description of 2016A Bonds. The 2016A Bonds shall be designated "City of
Kodiak, Alaska, Boat Lift Special Facility Revenue Refunding Bonds, 2016A." The 2016A
Bonds shall be in the denomination of $5,000 or any integral multiple thereof, shall be numbered
separately in the manner and with such additional designation as the Registrar deems necessary
for purposes of identification, and may have endorsed thereon such legends or text as may be
necessary or appropriate to conform to the rules and regulations of any governmental authority or
any usage or requirement of law with respect thereto.
The 2016A Bonds shall mature in one or more years commencing no earlier than 2017
and ending no later than 2037. The 2016A Bonds shall bear interest from their date, payable
commencing on a date on or after December 1, 2016, and semi-annually thereafter in each year.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Subject to Section 2 and the remainder of this section, the dated date, the principal and
interest payment dates, the record dates for interest payments, the aggregate principal amount,
the principal amount of each maturity, and the interest rates on the 2016A Bonds shall be
determined at the time of execution of the Amendatory Loan Agreement under Section 17.
Section 5. Optional Redemption. The 2016A Bonds, if any, subject to optional
redemption by the City, the time or times when such Bonds are subject to optional redemption,
the terms upon which such Bonds may be redeemed, and the redemption price or redemption
prices for such 2016A Bonds, shall be determined at the time of execution of the Amendatory
Loan Agreement under Section 17.
Resolution No. 2016-30(SUB)
Page 3 of 11
Section 6. Selection of 2016A Bonds for Redemption; Notice of Redemption.
(a) Selection of 2016A Bonds for Redemption. When the Bond Bank is the Registered
Owner of the 2016A Bonds, the selection of 2016A Bonds to be redeemed shall be made as
provided in the Loan Agreement. When the Bond Bank is not the Registered Owner of the
2016A Bonds, the selection of 2016A Bonds to be redeemed shall be made as provided in this
subsection (a). If the City redeems at any one time fewer than all of the 2016A Bonds having the
same maturity date, the particular 2016A Bonds or portions of 2016A Bonds of such maturity to
be redeemed shall be selected by lot (or in such other manner determined by the Registrar) in
increments of $5,000. In the case of a 2016A Bond of a denomination greater than $5,000, the
City shall treat such 2016A Bond as representing such number of separate 2016A Bonds each of
the denomination of $5,000 as is obtained by dividing the actual principal amount of such 2016A
Bond by $5,000. In the event that only a portion of the principal amount of a 2016A Bond is
redeemed, upon surrender of such 2016A Bond at the office of the Registrar there shall be issued
to the Registered Owner, without charge therefor, for the then unredeemed balance of the
principal sum thereof, at the option of the Registered Owner, a 2016A Bond or Bonds of like
maturity and interest rate in any of the denominations authorized herein.
(b) Notice of Redemption. When the Bond Bank is the Registered Owner of the 2016A
Bonds, notice of any intended redemption of 2016A Bonds shall be given as provided in the
Loan Agreement. When the Bond Bank is not the Registered Owner of the 2016A Bonds, notice
of any intended redemption of 2016A Bonds shall be made as provided in this subsection (b).
Notice of redemption shall be mailed not less than 30 nor more than 45 days prior to the date
fixed for redemption by first class mail to the Registered Owners of the 2016A Bonds to be
redeemed at their addresses as they appear on the Bond Register on the day the notice is mailed.
Notice of redemption shall be deemed to have been given when the notice is mailed as herein
provided, whether or not it is actually received by the Registered Owners. All notices of
redemption shall be dated and shall state: (1) the redemption date; (2) the redemption price; (3) if
fewer than all outstanding 2016A Bonds are to be redeemed, the identification (and, in the case
of partial redemption, the respective principal amounts) of the 2016A Bonds to be redeemed; (4)
that on the redemption date the redemption price will become due and payable upon each such
2016A Bond or portion thereof called for redemption, and that interest thereon shall cease to
accrue from and after said date; and (5) the place where such 2016A Bonds are to be surrendered
for payment of the redemption price, which place of payment shall be the office of the Registrar.
Official notice of redemption having been given as aforesaid, 2016A Bonds or portions of
2016A Bonds to be redeemed shall, on the redemption date, become due and payable at the
redemption price therein specified, and from and after such date, such 2016A Bonds or portions
of 2016A Bonds shall cease to bear interest. Upon surrender of such 2016A Bonds for
redemption in accordance with said notice, such 2016A Bonds shall be paid at the redemption
price. Installments of interest due on or prior to the redemption date shall be payable as herein
provided for payment of interest. Upon surrender of any 2016A Bond for partial redemption,
there shall be prepared for the Registered Owner a new 2016A Bond or Bonds of the same
maturity in the amount of the unpaid principal. All 2016A Bonds which have been redeemed
shall be canceled and destroyed by the Registrar and shall not be reissued.
Resolution No. 2016-30(StJB)
Page 4 of 11
Each check or other transfer of funds issued to pay the redemption price of 2016A Bonds
shall bear the CUSIP number, if any, identifying, by maturity, the 2016A Bonds being redeemed
with the proceeds of such check or other transfer.
Section 7. Form of Bond. Each 2016A Bond shall be in substantially the following
form, with such variations, omissions and insertions as may be required or permitted by this
Series Resolution or the Master Resolution:
UNITED STATES OF AMERICA
STATE OF ALASKA
CITY OF KODIAK
I.J
$
BOAT LIFT SPECIAL FACILITY REVENUE REFUNDING BOND, 2016A
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The City of Kodiak, a municipal corporation of the State of Alaska (the "City"),
acknowledges itself indebted and for value received promises to pay (but only out of the sources
mentioned herein) to the Registered Owner identified above, or its registered assigns, the
principal amount shown above in the following installments on 1 of each of the
following years, and to pay interest on such installments from the date hereof, payable on
December 1, 2016 and semiannually thereafter on the 1st days of and of
each year, at the rates per annum as follows:
Year Principal Amount Interest Rate Year Principal Amount Interest Rate
When this 2016A Bond is owned by the Alaska Municipal Bond Bank (the "Bond
Bank"), payment of principal and interest shall be made as provided in the Loan Agreement
between the Bond Bank and the City dated as of December 1, 2007, as amended (the "Loan
Agreement"). When this 2016A Bond is not owned by the Bond Bank, installments of principal
and interest on this 2016A Bond shall be paid by check or draft mailed by first class mail to the
Registered Owner as of the close of business on the day of the month each
installment payment date; provided that the final installment of principal and interest on this
2016A Bond shall be payable upon presentation and surrender of this 2016A Bond by the
Registered Owner at the office of the Registrar. Interest will be computed on the basis of a 360-
day year consisting of twelve 30-day months. Both principal of and interest on this 2016A Bond
are payable in lawful money of the United States of America which, on the respective dates of
payment thereof, shall be legal tender for the payment of public and private debts.
Installments of principal of this 2016A Bond due on and after , 20, shall be
subject to prepayment on and after , 20, at the option of the City (subject to any
Resolution No. 2016-30(SUIB)
Page of 11
applicable provisions of the Loan Agreement), in such principal amounts and from such
maturities as the City may determine, and by lot within a maturity, at a redemption price equal to
the principal amount to be prepaid, plus accrued interest to the date of prepayment.
This 2016A Bond is transferable as provided in the Series Resolution, (i) only upon the
bond register of the City, and (ii) upon surrender of this 2016A Bond together with a written
instrument of transfer duly executed by the Registered Owner or the duly authorized attorney of
the Registered Owner, and thereupon a new fully registered 2016A Bond or Bonds in the same
aggregate principal amount and maturity shall be issued to the transferee in exchange therefor as
provided in the Series Resolution and upon the payment of charges, if any, as therein prescribed.
The City may treat and consider the person in whose name this 2016A Bond is registered as the
absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or
redemption price, if any, hereof and interest due hereon and for all other purposes whatsoever.
This 2016A Bond is a special obligation of the City and is one of a duly authorized issue
of Bonds of the City designated "City of Kodiak, Alaska, Boat Lift Special Facility Revenue
Bonds" (the "Bonds"), issued and to be issued in various series under Resolution Number 07-32
(the "Master Resolution"), adopted October 25, 2007, and a Series Resolution authorizing each
such series. As provided in the Master Resolution, the Bonds may be issued from time to time
pursuant to Series Resolutions in one or more series, in various principal amounts, may mature at
different times, may bear interest at different rates and, subject to the provisions thereof, may
otherwise vary. The aggregate principal amount of Bonds which may be issued under the Master
Resolution is not limited, and all Bonds issued and to be issued under said Master Resolution are
and will be equally and ratably secured by the pledges and covenants made therein, except as
otherwise expressly provided or permitted in the Master Resolution.
This 2016A Bond is one of a series of Bonds issued in the aggregate principal amount of
$ under the Master Resolution and Resolution Number 16-30 (the "Series
Resolution"), adopted September -, 2016, for the purpose of refunding certain boat lift special
facility revenue bonds issued by the City.
This 2016A Bond shall be an obligation only of the 2016A Bond Fund and shall be
payable and secured as provided in the Master Resolution and the Series Resolution. Neither the
faith and credit nor the taxing power of the City is pledged for the payment of the 2016A Bonds.
The City has pledged to pay into the 2016A Bond Fund from Net Revenue or money in the Boat
Lift Special Facility Revenue Fund, on or prior to the respective dates on which the same
become due, such amounts as are required to pay the interest and principal to become due on this
2016A Bond. Said amounts so pledged are hereby declared to be a lien and charge upon Gross
Revenue superior to all other charges of any kind or nature whatsoever, except for Operating
Expenses and except that the amounts so pledged are of equal lien to any lien and charge thereon
which may hereafter be made to pay and secure the payment of the principal of and interest on
any Parity Bonds.
IT IS HEREBY CERTIFIED and declared that this 2016A Bond is issued pursuant to and
in strict compliance with the constitution or statutes of the State of Alaska and the home rule
charter of the City, and that all acts, conditions and things required to happen, to be done, and to
Resolution No. 2016-30(SUB)
Page 6 of 11
be performed precedent to and on the issuance of this 2016A Bond have happened, been done
and been performed.
IN WITNESS WHEREOF, THE CITY OF KODIAK, ALASKA, has caused this 2016A
Bond to be signed in its name and on its behalf by the manual or facsimile signature of its Mayor
and its corporate seal (or a facsimile thereof) to be impressed or otherwise reproduced hereon
and attested by the manual or facsimile signature of its Clerk, all as of the day of__________
2016.
CITY OF KODIAK
ATTEST:
CITY CLERK
[SEAL]
Section 8. Execution. The 2016A Bonds shall be executed in the name of the City by the
manual or facsimile signature of the Mayor, and its corporate seal (or a facsimile thereof) shall
be impressed or otherwise reproduced thereon and attested by the manual or facsimile signature
of the City Clerk. The execution of a 2016A Bond on behalf of the City by persons who at the
time of the execution are duly authorized to hold the proper offices shall be valid and sufficient
for all purposes, although any such person shall have ceased to hold office at the time of delivery
of the 2016A Bond or shall not have held office on the date of the 2016A Bond.
Section 9. Payment of Principal and Interest. The 2016A Bonds shall be payable in
lawful money of the United States of America which at the time of payment is legal tender for
the payment of public and private debts. When the Bond Bank is the Registered Owner of the
2016A Bonds, payment of principal and interest on the 2016A Bonds shall be made as provided
in the Loan Agreement. When the Bond Bank is not the Registered Owner of the 2016A Bonds,
installments of principal and interest on the 2016A Bonds shall be paid by check mailed by first
class mall to the Registered Owner as of the record date for the installment payment at the
address appearing on the Bond Register; provided that the final installment of principal and
interest on a 2016A Bond shall be payable upon presentation and surrender of the 2016A Bond
by the Registered Owner at the office of the Registrar.
Section 10. Registration. The 2016A Bonds shall be issued only in registered form as to
both principal and interest. The Registrar shall keep, or cause to be kept, the Bond Register at
the principal office of the City. The City and the Registrar may treat the person in whose name
any 2016A Bond shall be registered as the absolute owner of such 2016A Bond for all purposes,
Resolution No. 2016-30(SUB)
Page 7 of 11
whether or not the 2016A Bond shall be overdue, and all payments of principal of and interest on
a 2016A Bond made to the Registered Owner thereof or upon its order shall be valid and
effectual to satisfy and discharge the liability upon such 2016A Bond to the extent of the sum or
sums so paid, and neither the City nor the Registrar shall be affected by any notice to the
contrary.
Section 11. Transfer and Exchange. 2016A Bonds shall be transferred only upon the
books for the registration and transfer of 2016A Bonds kept at the office of the Registrar. Upon
surrender for transfer or exchange of any 2016A Bond at such office, with a written instrument
of transfer or authorization for exchange in form and with guaranty of signature satisfactory to
the Registrar, duly executed by the Registered Owner or the duly authorized attorney of the
Registered Owner, the City shall execute and deliver an equal aggregate principal amount of
2016A Bonds of the same maturity of any authorized denominations, subject to such reasonable
regulations as the City may prescribe and upon payment sufficient to reimburse it for any tax, fee
or other governmental charge required to be paid in connection with such transfer or exchange.
All 2016A Bonds surrendered for transfer or exchange shall be canceled by the Registrar.
Section 12. 2016A Bonds Mutilated, Destroyed, Stolen or Lost. Upon surrender to the
Registrar of a mutilated 2016A Bond, the City shall execute and deliver a new 2016A Bond of
like maturity and principal amount. Upon filing with the Registrar of evidence satisfactory to the
City that a 2016A Bond has been destroyed, stolen or lost and of the ownership thereof, and
upon furnishing the City with indemnity satisfactory to it, the City shall execute and deliver a
new 2016A Bond of like maturity and principal amount. The person requesting the execution
and delivery of a new 2016A Bond under this section shall comply with such other reasonable
regulations as the City may prescribe and pay such expenses as the City may incur in connection
therewith.
Section 13. 2016A Bond Fund. A special fund of the City designated the "Boat Lift
Special Facility Revenue Refunding Bond Fund, 2016A" is hereby created for the purpose of
paying and securing the payment of the 2016A Bonds. The 2016A Bond Fund shall be held
separate and apart from all other funds and accounts of the City and shall be a trust fund for the
owners, from time to time, of the 2016A Bonds.
(a) 2016A Debt Service Account. A 2016A Debt Service Account is hereby created in
the 2016A Bond Fund for the purpose of paying the principal of and interest on the 2016A
Bonds. The City hereby irrevocably obligates and binds itself for as long as the 2016A Bonds
remain Outstanding to set aside and pay into the 2016A Debt Service Account from Net Revenue
or money in the Boat Lift Special Facility Revenue Fund, on or prior to the respective dates on
which the same become due (i) such amounts as are required to pay the interest scheduled to
become due on the Outstanding 2016A Bonds, and (ii) such amounts as are required to pay
maturing principal of the Outstanding 2016A Bonds.
(b) 2016A Reserve Account. A 2016A Reserve Account is hereby created in the 2016A
Bond Fund for the purpose of securing the payment of the principal of and interest on the 2016A
Bonds. On the date of issuance of the 2016A Bonds, the City shall deposit a sum in the 2016A
Reserve Account that is equal to the 2016A Reserve Requirement. If a deficiency occurs in the
Resolution No. 2016-30(SUB)
Page 8 of It
2016A Debt Service Account, an amount sufficient to make up the deficiency shall be withdrawn
from the 2016A Reserve Account and transferred to the 2016A Debt Service Account. The City
shall make up any deficiency in the 2016A Reserve Account resulting from such a withdrawal
within one year out of Net Revenue or out of any other moneys legally available for such
purpose, after providing for the payments required to be made into the 2016A Debt Service
Account within such year.
Any amount in the 2016A Reserve Account in excess of the 2016A Reserve Requirement
may be transferred to the 2016A Debt Service Account and used to pay the principal of and
interest on the 2016A Bonds as the same becomes due and payable. Whenever there is a
sufficient amount in the 2016A Bond Fund, including the 2016A Reserve Account and the
2016A Debt Service Account, to pay the principal of and interest on all Outstanding 2016A
Bonds, the amount in the 2016A Reserve Account may be used to pay such principal and
interest.
(c) Pledge and Lien. Said amounts so pledged to be paid into the 2016A Debt Service
Account and the 2016A Reserve Account are hereby declared to be a lien and charge upon Gross
Revenue superior to all other charges of any kind or nature whatsoever, except for Operating
Expenses and except that the amounts so pledged are of equal lien to any lien and charge thereon
which may hereafter be made to pay and secure the payment of the principal of and interest on
any Parity Bonds.
Section 14. Designation of Refunded Bonds. The City Manager and City Finance
Director each is authorized to designate which, if any, maturities of the 2007 Bonds authorized to
be refunded in this Series Resolution shall be refunded, provided that the refunding of the 2007
Bonds so designated shall realize a debt service savings in the aggregate of at least three percent
of their principal amount, net of all issuance costs and underwriting discount, on a present value
basis.
Section 15. Tax Covenants. The City covenants to comply with any and all applicable
requirements set forth in the Code in effect from time to time to the extent that such compliance
shall be necessary for the exclusion of the interest on the 2016A Bonds from gross income for
federal income tax purposes. Without limiting the generality of the foregoing, the City
covenants that it will make no use or investment of the proceeds of the 2016A Bonds which will
cause the 2016A Bonds to be "arbitrage bonds" subject to federal income taxation by reason of
Section 148 of the Code, and that it will not take or permit any action that would cause the
2016A Bonds to be "private activity bonds" as defined in Section 141 of the Code.
Section 16. Defeasance. In the event money and/or non-callable Government
Obligations maturing at such times and bearing interest to be earned thereon in amounts
sufficient to redeem and retire any or all of the 2016A Bonds in accordance with their terms are
set aside in a special trust account to effect such redemption or retirement and such moneys and
the principal of and interest on such Government Obligations are irrevocably set aside and
pledged for such purpose, then no further payments need be made to pay or secure the payment
of the principal of and interest on such 2016A Bonds and such 2016A Bonds shall be deemed not
to be Outstanding.
Resolution No. 20130(SUB)
Page 9 of 11
Section 17. Exchange of Bonds; Amendatory Loan Agreement. The 2016A Bonds shall
be delivered to the Bond Bank in exchange for the Refunded Bonds. Subject to the limitations
provided in Sections 2 and 4, each of the City Manager and City Finance Director is hereby
authorized to determine the aggregate principal amount, maturity amounts, interest rates, yields,
dated date, principal and interest payment dates, record dates for principal and interest payments,
redemption terms, if any, for the 2016A Bonds, and other details of the 2016A Bonds; provided
that: (i) the principal amount of each maturity of the 2016A Bonds shall not exceed the principal
amount of the portion of the corresponding maturity of the Bond Bank Bonds that is allocated to
the making of a loan to the City; and (ii) the interest rate on each maturity of the 2016A Bonds
shall not exceed the interest rate on the corresponding maturity of the Bond Bank Bonds. Based
upon the foregoing determinations, the City Manager and City Finance Director each is
authorized to negotiate and execute the Amendatory Loan Agreement.
Section 18. Authority of Officers. The City Manager, the acting City Manager, the
Finance Director, the acting Finance Director, the Clerk and the acting Clerk are, and each of
them hereby is, authorized and directed to do and perform all things and determine all matters
not determined by this Series Resolution, to the end that the City may carry out its obligations
under the 2016A Bonds and this Series Resolution.
Section 19. Ongoing Disclosure. The City acknowledges that, under Rule 15c2-.12 of the
Securities and Exchange Commission (the "Rule"), the City may now or in the future be an
"obligated person" with respect to the Bond Bank Bonds. In accordance with the Rule and as the
Bond Bank may require, the City shall enter into a continuing disclosure agreement and
undertake to provide certain annual financial information and operating data as shall be set forth
in the Amendatory Loan Agreement.
Section 20. Miscellaneous.
(a) All payments made by the City of, or on account of, the principal of or interest on the
2016A Bonds shall be made on the several 2016A Bonds ratably and in proportion to the amount
due thereon, respectively, for principal or interest as the case may be.
(b) No recourse shall be had for the payment of the principal of or the interest on the
2016A Bonds or for any claim based thereon or on the Master Resolution or this Series
Resolution against any member of the Council or officer of the City or any person executing the
2016A Bonds. The 2016A Bonds are not and shall not be in any way a debt or liability of the
State of Alaska or of any political subdivision thereof, except the City, and do not and shall not
create or constitute an indebtedness or obligation, either legal, moral or otherwise, of said state or
of any political subdivision thereof, except the City.
Section 21. Severability. If any one or more of the provisions of this Series Resolution
shall be declared by any court of competent jurisdiction to be contrary to law, then such
provision shall be null and void and shall be deemed separable from the remaining provisions of
this Series Resolution and shall in no way affect the validity of the other provisions of this Series
Resolution or of the 2016A Bonds.
Resolution No. 2016-30(SUB)
Page 10 of 11
Section 22, Effective Date. This Series Resolution shall become effective upon passage
and approval.
ADOPTED by the City Council of the City of Kodiak, Alaska, this 22 day of September
2016.
ATTEST:
CITY OF KODIAK
DEPT MAYOR
b4/
DEPUTY CITY CLK
Resolution No. 2016-30(SUB)
Page 11 of 11