1995-44 Authorizing the Finance Director of the Kodiak Island Borough to Issue Three Million Dollars ($3,000,000) in Revenue Anticipation Notes in Anticipation of the State Funding for the Completion of the Kodiak Island Hospital Addition.KODIAK ISLAND BOROUGH
RESOLUTION NO. 95 -44
Introduced by: Mayor Selby
Requested by: Mayor Selby
Drafted: Finance Director
and Bond Counsel
Introduced: 12/07/95
Adopted: 12/07/95
A RESOLUTION OF THE KODIAK ISLAND BOROUGH, ALASKA AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $3,000,000 IN AGGREGATE
PRINCIPAL AMOUNT OF REVENUE ANTICIPATION NOTES OF THE BOROUGH;
FIXING CERTAIN DETAILS OF SAID NOTES; PROVIDING FOR THE FORM AND
MANNER OF SALE OF SAID NOTES; PLEDGING THE RECEIPTS FROM AD VALOREM
PROPERTY TAXES TO BE LEVIED DURING 1996 AND THE FULL FAITH AND CREDIT
OF THE BOROUGH TO THE PAYMENT THEREOF; AUTHORIZING THE FINANCE
DIRECTOR TO NEGOTIATE AND EXECUTE A CONTRACT FOR THE PURCHASE AND
SALE OF SAID NOTES; AND PROVIDING FOR RELATED MATTERS
WHEREAS, the Kodiak Island Borough (the "Borough ") faces a shortfall of
83,000,000 to complete construction of the Kodiak Island Hospital addition; and
WHEREAS, the state of Alaska and Governor Tony Knowles have promised to grant
to the Borough 83,000,000 to make up this shortfall; and
WHEREAS, the state of Alaska budget for fiscal year 1997 will not be approved until
May or June of 1996; and
WHEREAS, the Borough will run out of funds to continue construction of the hospital
addition by March 1996; and
WHEREAS, it would be very expensive to have the contractor de- mobilize in March
1996 and then re- mobilize in July 1996; and
WHEREAS, under Alaska Statutes 29.47.020, the Borough may by resolution
authorize the issuance of revenue anticipation notes, and the assembly may delegate
to the finance director the power to issue the notes from time to time under the terms
and conditions of the resolution that provides for the manner of their sale; and
WHEREAS, the assembly has determined and does hereby determine that it is
necessary and advisable and in the best interest of the Borough and its inhabitants
that revenue anticipation notes in an amount not to exceed 83,000,000 be issued at
Kodiak Island Borough, Alaska Resolution No. 95-44
Page 1 of 12
this time for the purpose of raising funds to pay costs of constructing the Kodiak
Island Hospital addition until sufficient money from receipt of a grant for the Kodiak
Island Hospital addition or from other revenue sources, including without limitation
1996 ad valorem property taxes, is available.
NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH that:
Section 1: Purpose. The purpose of this resolution is to authorize the issuance and
sale of not to exceed $3,000,000 of revenue anticipation notes to provide funds to
pay the costs of constructing the Kodiak Island Hospital addition until sufficient funds
from receipt of a grant for the Kodiak Island Hospital addition or from other revenue
sources, including without limitation 1996 ad valorem property taxes, are available,
to pay the costs of issuance of the revenue anticipation notes authorized herein, and
to fix certain details of said notes to be issued.
Section 2: Pafinitinns The following terms shall have the following meanings in
this resolution:
(a) "Assamhly" means the assembly of the Borough, as the general legislative
authority of the Borough, as the same shall be duly and regularly constituted from
time to time.
(b) "Rnrnugh" means the Kodiak Island Borough, a municipal corporation of the state
of Alaska, organized as a second class borough under Title 29 of the Alaska Statutes.
(c) "Cade" means the Internal Revenue Code of 1986, as amended from time to
time, together with all regulations effective or promulgated and applicable thereto.
(d) "Note" or "dotes" means any of the Borough's 1995 General Obligation Revenue
Anticipation Notes, the issuance and sale of which are authorized herein.
(e) "Iota Ragistar" means the registration books maintained by the Registrar
containing the names and addresses of the owners of the Notes.
(f) "Ragictrar" means the Borough finance director.
Section 3: Authority for Resolution. The Borough has ascertained and hereby
determines that each and every matter and thing as to which provision is made in this
resolution is necessary in order to carry out and effectuate the purposes of the
Borough in accordance with the Constitution and Statutes of the state of Alaska, and
to incur the indebtedness and issue the Notes.
Kodiak Island Borough, Alaska Resolution No. 95 -44
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Section 4: (lhligatinn nf Nntes Platte The receipts of the Borough from the
payment of any grant for the Kodiak Island Hospital addition and from other revenue
sources, including without limitation ad valorem property taxes levied by the Borough
in 1996, are hereby pledged to the payment of the principal of and interest on the
Notes. In addition, the Notes shall be direct and general obligations of the Borough
and the full faith and credit of the Borough are hereby pledged to the payment of the
principal of and interest on the Notes. The Borough hereby irrevocably pledges and
covenants that it will levy and collect taxes upon all taxable property within the
Borough without limitation as to rate or amount, in amounts sufficient, together with
other funds legally available therefor, to pay the principal of and interest on the Notes
as the same become due and payable.
Section 5: Anthnri7atinn nf Nntna and Purpnce nf Iccuanrq For the purpose of
providing the funds required to pay costs of constructing the Kodiak Island Hospital
addition, until sufficient funds from the receipt of a grant for the Kodiak Island
Hospital addition or from other revenue sources, including without limitation 1996 ad
valorem property taxes, are available, and to pay all costs incidental to the issuance
of the Notes, the Borough hereby authorizes and determines to issue and sell the
Notes in the aggregate principal amount of not to exceed $3,000,000 as determined
by the finance director pursuant to Section 19 of this resolution.
Section 6: Posignatinn, Rat - a, Maturitiaa, Payment Ilatea and Fnrm nf Nntas The
Notes shall be designated "Kodiak Island Borough, Alaska, 1995 General Obligation
Revenue Anticipation Notes" shall be dated the date of delivery and shall mature on
a date which is not later than December 31, 1996 as established by the finance
director pursuant to Section 19 of this resolution.
The Notes shall bear interest calculated on the basis of a 360 -day year composed of
twelve 30 -day months from their date payable at the maturity or earlier redemption
thereof at the rate per annum fixed and determined by the finance director pursuant
to Section 19 of this resolution.
The Notes shall be registered as to principal and interest as herein provided. The
Notes shall each be of the denomination of five thousand dollars ($5,000) or any
integral multiple thereof. Each Note shall bear a number or letter, or a number and
letter, distinguishing it from every other Note in the manner and with such additional
designation as the Registrar deems necessary for purposes of identification. The
Notes shall be substantially in the form hereinafter set forth, with such appropriate
variations, omissions or insertions as are permitted or required by this resolution, 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.
Kodiak Island Borough, Alaska Resolution No. 95 -44
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Section 7: Additional nataila nf Nat- g Each of the Notes shall be signed by the
manual signature of the mayor and the official seal of the Borough (or a facsimile
thereof) shall be affixed, imprinted or otherwise reproduced on the Note and attested
by the manual signature of the borough clerk. In case any of the officers who shall
have signed, attested or registered any of the Notes shall cease to be such officer
before such Note has been actually issued and delivered, such Note shall be valid
nevertheless and may be issued by the Borough with the same effect as though none
of the persons who had signed, attested or registered such Note had ceased to be
such officer. The Notes also may be signed and attested on behalf of the Borough
by such persons as at the actual date of execution of such Notes shall be the proper
officers of the Borough although at the original date of such Notes any such person
shall not have been such officer.
The principal and the interest on the Notes shall be payable in any coin or currency
of the United States of America which, at the date of payment thereof, is legal tender
for the payment of public and private debts.
The principal and interest on the Notes shall be payable at maturity of the Notes upon
presentment of the Notes at the office of the Registrar.
Section 8: Rariemptinn nf Nntaq The Notes shall be subject to optional redemption,
in whole or in part at any time, at a redemption price equal to the principal amount
of the Notes to be redeemed plus accrued interest to the date of redemption.
Section 9: NnrinA nf Redamprinn Notice of any intended redemption of the Notes
shall be given not less than 30 nor more than 45 days prior to the date fixed for
redemption by United States mail to the registered owners of the Notes to be
redeemed at their addresses as they appear on the Note Register on the day the
notice is mailed. The requirements of this Section shall be deemed to be complied
with when notice is mailed as herein provided, whether or not it is actually received
by the registered owner. All official notices of redemption shall be dated and shall
state the redemption date and the redemption price.
Section 10: Fnrm nf Nnta4 Each Note shall be in substantially the following form,
with such variations, omissions and insertions as may be required or permitted by this
resolution:
Kodiak Island Borough, Alaska Resolution No. 95-44
Page 4 of 12
UNITED STATES OF AMERICA
STATE OF ALASKA
KODIAK ISLAND BOROUGH
(A Municipal Corporation of the State of Alaska)
NO. $
INTEREST RATE
Registered Owner:
Principal Amount:
1995 GENERAL OBLIGATION REVENUE ANTICIPATION NOTE
MATURITY DATE
The Kodiak Island Borough, a municipal corporation of the state of Alaska (the
"Borough "), for value received, acknowledges itself indebted and hereby promises to
pay to the Registered Owner identified above, or registered assigns, on the Maturity
Date identified above, upon presentation and surrender hereof, the Principal Amount
shown above, and to pay interest on such principal sum from the date hereof until its
obligation with respect to the payment of such principal sum shall be discharged, at
the Interest Rate per annum shown above, calculated on the basis of a 360 -day year
composed of twelve 30 -day months, payable on the Maturity Date identified above.
The principal and interest of this Note shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the pay-
ment of public and private debts. Principal and interest shall be paid to the Registered
Owner or assigns upon presentation and surrender of this Note at the office of the
Borough finance director (the "Registrar ").
This Note is one of the 1995 General Obligation Revenue Anticipation Notes of the
Borough, aggregating $ in principal amount, and constituting Notes autho-
rized for the purpose of providing funds to pay costs of constructing the Kodiak Island
Hospital addition until sufficient funds from the receipt of a grant for the Kodiak Island
Hospital addition or from other revenue sources, including without limitation 1996 ad
Kodiak Island Borough, Alaska Resolution No. 95-44
Page 5 of 12
valorem property taxes, are available, and is issued pursuant to Resolution No. 95 -44
of the Borough entitled:
(the "Resolution ").
A RESOLUTION OF THE KODIAK ISLAND BOROUGH,
ALASKA, AUTHORIZING AND PROVIDING FOR THE ISSU-
ANCE OF NOT TO EXCEED $3,000,000 IN AGGREGATE
PRINCIPAL AMOUNT OF REVENUE ANTICIPATION NOTES
OF THE BOROUGH; FIXING CERTAIN DETAILS OF SAID
NOTES; PROVIDING FOR THE FORM AND MANNER OF
SALE OF SAID NOTES; PLEDGING THE RECEIPTS FROM
AD VALOREM PROPERTY TAXES TO BE LEVIED DURING
1996 AND THE FULL FAITH AND CREDIT OF THE
BOROUGH TO THE PAYMENT THEREOF; AUTHORIZING
THE FINANCE DIRECTOR TO NEGOTIATE AND EXECUTE
A CONTRACT FOR THE PURCHASE AND SALE OF SAID
NOTES; AND PROVIDING FOR RELATED MATTERS.
The Notes shall be subject to optional redemption, in whole or in part at any time, at
a redemption price equal to the principal amount of the Notes to be redeemed plus
accrued interest to the date of redemption.
This Note is transferable as provided in the Resolution. The Borough and the
Registrar may treat and consider the person in whose name this Note is registered as
the absolute owner hereof for the purpose of receiving payment of, or on account of,
the principal of and interest due hereon and for all other purposes whatsoever.
The receipts of the Borough from any grant for the Kodiak Island Hospital addition,
and from other revenue sources, including without limitation ad valorem property
taxes levied by the Borough in 1996, are pledged to the payment of the principal of
and interest on this Note. This Note is a general obligation of the Borough and the
full faith and credit of the Borough are pledged for the payment of the principal of and
interest on this Note. The Borough hereby irrevocably pledges and covenants that
it will levy and collect taxes upon all taxable property within the Borough without
limitation as to rate or amount, in amounts sufficient, together with other funds
legally available therefor, to pay the principal of and interest on the Notes as the same
become due and payable.
IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts or things required by
the Constitution or statutes of the State of Alaska to exist, to have happened or to
have been performed precedent to or in the issuance of this Note, exist, have
Kodiak Island Borough, Alaska Resolution No. 95 -44
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happened and have been performed, and that the series of Notes of which this is one,
together with all other indebtedness of the Borough, is within every debt and other
limit prescribed by said Constitution or statutes.
IN WITNESS WHEREOF, THE KODIAK ISLAND BOROUGH, ALASKA, has caused this
Note to be signed in its name and on its behalf by the signature of its mayor and its
corporate seal to be hereunto affixed, imprinted or otherwise reproduced and attested
by the signature of its borough clerk, all as of the day of
199 .
[SEAL]
ATTEST:
Donna F. Smith, CMC, Borough Clerk
Jerome M. Selby, Borough Mayor
Gary L. Stevens, Presiding Officer
Section 11: Appliratinn of Nnte Prnennris The proceeds of the sale of the Notes
shall be applied to pay costs of constructing the Kodiak Island Hospital addition and
costs of issuing the Notes. The sale proceeds of the Notes shall be deposited in the
appropriate funds or accounts of the Borough for such purposes.
Section 12: Nnte Registrar The finance director is hereby appointed Registrar for the
Notes. The Registrar shall maintain a Note Register which shall include the names
and addresses of the owners of the Notes and which shall provide for the registration,
transfer and exchange of Notes. The Borough covenants that, until all Notes have
been surrendered and canceled, it will maintain a system for recording the ownership
of each Note that complies with the provisions of Section 149 of the Code.
Section 13: Mutilated, tleetrnyed, Stnlen nr I net Nnt -e In case any Note shall
become mutilated or be destroyed, stolen or lost, the Borough may cause to be
executed, and shall deliver, a new Note of like principal amount and interest rate in
exchange and substitution for and upon cancellation of such mutilated Note, or in lieu
of and in substitution for such Note destroyed, stolen or lost, in each case upon the
registered owner thereof paying the reasonable expenses and charges of the Borough
Kodiak Island Borough, Alaska Resolution No. 95 -44
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in connection therewith and in the case of a Note destroyed, stolen or lost, filing by
the owner with the Registrar evidence satisfactory to the Borough that such Note was
destroyed, stolen or lost and the owner's ownership thereof, and furnishing the
Borough with indemnity satisfactory to it. Any new Note so delivered may bear a
number differing from the number of the Note it replaces.
Section 14: Trancfar nf Nntac and Ilalivery nf New Nntac Any Note may be
transferred only upon the books kept for the registration and transfer of Notes by the
Registrar, upon surrender thereof at the office of the Registrar, together with an
assignment duly executed by the registered owner or the registered owner's attorney
in such form as shall be satisfactory to the Registrar. Upon the transfer of any such
Note, there shall be executed in the name of the transferee, and the Borough shall
cause to be authenticated and delivered, a new registered Note or Notes of the same
aggregate principal amount and the same interest rate in any of the authorized
denominations.
In all cases in which Notes may be transferred under this resolution, the Borough shall
execute and deliver Notes in accordance with the provisions of this resolution. Any
such transfer shall be without cost to the registered owner, except that the Borough
may make a charge for every such registration, exchange or transfer of Notes
sufficient to reimburse it for any tax, fee or other governmental charge required to be
paid with respect to such registration, exchange or transfer, and such charge or
charges shall be paid before any such new Note shall be delivered.
Section 15: Ownership nf Nntac As to any Note, the person in whose name the
same shall be registered on the Note Register shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of or on account of the
principal of such Note and the interest on such Note shall be made only to or upon
the order of the registered owner thereof or the owner's legal representative, but
such registration may be changed as hereinabove provided. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Note, including
the interest thereon, to the extent of the sum or sums so paid.
The Notes shall be negotiable instruments to the extent provided by Alaska Statutes,
Title 45.08. The Borough shall be entitled to treat the person in whose name any
Note is registered as the absolute owner thereof for all purposes of this resolution and
any applicable laws, notwithstanding any notice to the contrary. The Borough will
not have any responsibility or obligation, legal or otherwise, to any other party,
except to the owners of the Notes.
Section 16: flacignatinn ac r)iialifiad Tax Fxampt fhligatinns The Notes are hereby
designated as "qualified tax exempt obligations" in accordance with Section 265(b113)
Kodiak Island Borough, Alaska Resolution No. 95-44
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of the Code, and the Borough hereby covenants that it shall not issue during the
calendar year 1995 more than 510,000,000 in aggregate principal amount of tax
exempt obligations other than tax exempt obligations described in Section
265(b)(3)1C)(ii) of the Code.
Section 17: Arhitrage (:nvanant The Borough covenants with the registered owners
of all Notes at any time outstanding that it will make no use of the proceeds of the
Notes which will cause the Notes to be "arbitrage bonds" subject to federal income
taxation by reason of Section 148 of the Code. To that end, so long as any of the
Notes are outstanding, the Borough, with respect to the proceeds of the Notes, shall
comply with all requirements of said Section 148 and of all regulations of the United
States Department of Treasury issued thereunder, to the extent that such require-
ments are, at the time, applicable and in effect.
Section 18; r.nmplianra with Coda. The Borough hereby 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 exemption from federal
income taxes of the interest on the Notes. The Borough hereby further covenants to
observe any and all applicable requirements in any future federal tax legislation to the
extent that such compliance is determined by the Borough to be legal and practicable
and required for such exemption.
Section 19: Sala nf Nnte Final Tarms The Notes shall be sold at negotiated sale.
The finance director is hereby authorized to negotiate terms for the purchase of not
to exceed three million dollars (53,000,000) in principal amount of the Notes and to
execute a contract with the purchaser for the purchase of the Notes which is in the
best interest of the Borough.
The interest rate for the Notes shall be determined by agreement between the finance
director and the purchaser, provided that the interest rate shall not exceed seven
percent (7%).
The finance director is hereby authorized to execute the final form of the purchase
contract with the purchaser of the Notes upon his approval of the details of the Notes
including the delivery date, the total principal amount, the maturity date, the interest
rate per annum on the Notes. The authority granted to the finance director by this
Section shall expire on December 31, 1995. If the terms of the Notes have not been
approved by the finance director in accordance with the delegated authority of this
Section by said date, the Notes shall be sold in the manner determined by a
subsequent resolution of the assembly.
Section 20: Authority nf (lffirars The mayor, the acting mayor from time to time,
Kodiak Island Borough, Alaska Resolution No. 95 -44
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the finance director, the acting finance director from time to time, the borough clerk
and the acting borough clerk from time to time, are, and each of them hereby is,
authorized and directed to do and perform all things and determine all matters not
determined by this resolution, or to be determined by a subsequent resolution of the
Borough, to the end that the Borough may carry out its obligations under the Notes
and this resolution. The proper officials of the Borough are authorized and directed
to execute all documents and to do everything necessary for the delivery of the
Notes.
Section 21: Amandatnry and Supplemental Rasnlutinns
(a) The assembly from time to time and at any time may adopt a resolution or
resolutions supplemental hereof, which resolution or resolutions thereafter shall
become a part of this resolution, for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Borough contained in this
resolution other covenants and agreements thereafter to be observed, or to surrender
any right or power herein reserved to or conferred upon the Borough.
(2) To make such provisions for the purpose of curing any ambiguities or of
curing, correcting or supplementing any defective provision contained in this
resolution or in regard to matters or questions arising under this resolution as the
assembly may deem necessary or desirable and not inconsistent with this resolution
and which shall not adversely affect the interests of the registered owners of the
Notes.
Any such supplemental resolution of the assembly may be adopted without the
consent of the registered owner of any of the Notes at any time outstanding, notwith-
standing any of the provisions of subsection (b) of this Section.
(b) With the consent of the registered owners of not less than sixty percent (60 %)
in aggregate principal amount of the Notes at the time outstanding, the assembly 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
resolution or of any supplemental resolution; provided, however, that no such
supplemental resolution shall:
(1) Extend the fixed maturity of the Notes, or reduce the rate of interest
thereon, or extend the time of payment of interest from its due date, or reduce the
amount of the principal thereof, without the consent of the owner of each Note so
affected; or
Kodiak Island Borough, Alaska Resolution No. 95 -44
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(2) Reduce the aforesaid percentage of owners of Notes required to
approve any such supplemental ordinance without the consent of the owners of all
of the Notes then outstanding.
It shall not be necessary for the consent of the owners of the Notes 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 pursuant to the provisions of
this Section, this resolution shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations of the
Borough under this resolution and all owners of Notes outstanding hereunder shall
thereafter be determined, exercised and enforced thereunder, subject in all respects
to such modification and amendment, and all the terms and conditions of any such
supplemental resolution shall be deemed to be part of the terms and conditions of this
resolution for any and all purposes.
(d) Notes executed and delivered after the execution of any supplemental resolution
adopted pursuant to the provisions of this Section may bear a notation as to any
matter provided for in such supplemental resolution, and if such supplemental
resolution shall so provide, new Notes so modified so as to conform, in the opinion
of the Borough, to any modification of this resolution contained in any such supple-
mental resolution may be prepared by the Borough and delivered without cost to the
registered owners of the Notes then outstanding, upon surrender for cancellation of
such Notes in equal aggregate principal amounts.
Section 22: Finnd Cnunsal and Financial Advisnr The assembly authorizes retention
of the law firm of Wohlforth, Argetsinger, Johnson & Brecht as bond counsel for the
Notes, for a fee not to exceed $10,000 plus expenses. The finance director is
authorized to retain a financial advisor for the Notes, for a fee not to exceed $10,000.
Section 23: Prnhihitad Sala of Nntes No person, firm or corporation, or any agent
or employee thereof, acting as financial consultant to the Borough under an
agreement for payment in connection with the sale of the Notes is eligible to purchase
the Notes as a member of the original underwriting syndicate either at public or
private sale.
Section 24: Miscallaneo' is. No recourse shall be had for the payment of the principal
of or the interest on the Notes or for any claim based thereon or on this resolution
against any member of the assembly or officer of the Borough or any person
executing the Notes. The Notes 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 Borough, and
Kodiak Island Borough, Alaska Resolution No. 9544
Page 11 or 12
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
Borough.
Section 25: Saverahility, If any one or more of the covenants and agreements
provided in this resolution to be performed on the part of the Borough 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 resolution
and shall in no way affect the validity of the other provisions of this resolution or of
the Notes.
Section 26: Fffertiva natq. This resolution shall take effect immediately.
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS SEVENTH DAY OF DECEMBER, 1995
KODIAK ISLAND BOROUGH
ATTEST:
1 T Q-y-,. r..A1
Donna F. Smith, CMC, Borough Clerk
e M. Sel . : orou
Je
a I L. Stev 7s, Presiding Officer
Kodiak Island Borough, Alaska Resolution No. 95.44
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