Loading...
HomeMy WebLinkAboutRes1987-109 . . . Sponsored by: Garzini CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $2,550,000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS OF THE CITY FOR THE PURPOSE OF RAISING FUNDS TO PAY THE COST OF VARIOUS CAPITAL IMPROVEMENTS IN THE CITY, FIXING CERTAIN DETAILS OF SAID BONDS, PROVIDING FOR THE FORM AND MANNER OF SALE OF SAID BONDS, AND PLEDGING THE FULL FAITH AND CREDIT OF THE CITY TO THE PAYMENT THEREOF. WHEREAS, pursuant to Resolution No. 87-070 of the City of Seward passed and approved on August 10, 1987 the following question referred to at the election held on October 6, 1987 as Proposition No.1: Shall the City of Seward, Alaska, incur indebtedness and issue its general obligation bonds payable from taxes levied upon the taxable real and personal property in the City and from any other sources of revenue in an amount not to exceed Four Hundred Fifty Thousand Dollars ($450,000) for the purpose of planning, designing, construction and land acquisition for a senior citizens/community center and museum, and pledge its full faith and credit, without limitation as to rate or amount, for the payment of the bonds? (herein called "Proposition 1") was passed and approved, said election has been duly canvassed and the results thereof certified and confirmed in accordance with law, and the $450,000 principal amount of general obligation bonds remain unissued under Proposition 1; and . . . CITY OF SEWARD, AlASKA RESOLUTION NO. 87-109 Page 2. WHEREAS, pursuant to Resolution No. 87-071 of the City of Seward passed and approved on August 10, 1987 the following question referred to at the election held on October 6, 1987 as Proposition No.2: Shall the City of Seward, Alaska, incur indebtedness and issue its general obligation bonds payable from taxes levied upon the taxable real and personal property in the City and from any other sources of revenue in an amount not to exceed Two Million, One Hundred Thousand Dollars ($2,100,000) for the purpose of planning, designing, construction and land acquisition for new public cargo dock facilities in the City of Seward, Alaska, and pledge its full faith and credit, without limitation as to rate or amount, for the payment of the bonds? (herein called "Proposition 2") was passed and approved, said election has been duly canvassed and the results thereof certified and confirmed in accordance with law, and the $2,100,000 principal amount of general obligation bonds remain unissued under Proposition 2; and WHEREAS, the City Council of the City of Seward has determined and does hereby determine that it is necessary to proceed to plan, design, develop, construct, equip, acquire property for, or otherwise acquire the capital improvements specified in each Proposition as the purpose for the authorization of the bonds in each Proposition, and to pay the capital costs thereof (herein referred to as specified in each Proposition as the "Project" and collectively referred to as the "Projects"); and WHEREAS, it is deemed necessary and advisable and in the best interests of the City and its inhabitants that (a) $450,000 principal amount of the general obligation bonds referred to in Proposition 1 constituting the unsold general obligation bonds referred to therein, and (b) $2,100,000 principal amount of the general obligation bonds referred to in Proposition 2 constituting the unsold general obligation bonds referred to therein, all be issued at this time in one or more series, as hereinafter fixed and A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 3. determined, for the purpose ofraising funds to pay Costs (as hereinafter defined) of each Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA: Section 1. Purpose. The purpose of this Resolution is to authorize the issuance and sale of not to exceed $2,550,000 of general obligation bonds to be sold in one or more series to provide funds to pay the capital costs of the Projects, to pay the costs of issuance of the Bonds authorized herein and to fix certain details of said Bonds to be issued. Section 2. Definitions. The following terms shall have the following meanings in this Resolution: (a) "Bond" or "Bonds" means any of the bonds of the City, the issuance and sale of which are authorized herein as the evidence of the indebtedness referred to in the Propositions. (b) "Bond Register" means the registration books maintained by the Paying Agent as agent of the City, which include the names and addresses of the owners or nominees of the owners of the Bonds. (c) "City" shall mean the City of Seward, Alaska, a municipal corporation of the State of Alaska, organized as a home rule city pursuant to Title 29 of the Alaska Statutes and the Charter of the City of Seward, Alaska. (d) "Cost" or "Costs" means the cost of planning, designing, developing, constructing, equipping, acquiring property for or otherwise acquiring the Projects, including interest on the Bonds during the period of planning, designing, developing, constructing, equipping, acquiring property for or otherwise acquiring the Projects, and reasonable fees of the Paying Agent for the payment of such interest, the cost whether incurred by the City or another of field sUlveys and advance planning undertaken in A180355 . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 4. connection with the Projects properly allocable to the Projects and the cost of acquisition of any land or interest therein required as the site of the Projects or for use in connection therewith, the cost of any indemnity and surety bonds and premiums on insurance incurred in connection with the Projects prior to or during construction thereof and all related direct administrative and inspection expenses whether incurred by it or by another in connection with the Projects prior to or during construction thereof and allocable portions of direct costs of the City, legal fees, fees and expenses of the Paying Agent, costs of issuance of the Bonds by the City and financing charges and fees and expenses of bond counsel, financial advisors and consultants in connection therewith, the cost of any bond insurance premium, costs of audits, the cost of all machinery, apparatus and equipment, cost of engineering, architectural services, designs, plans, specifications and surveys, estimates of cost, the reimbursement of all moneys advanced from whatever source for ~ the payment of any item or items of cost of the Projects, and all other expenses necessary or incident to determining the feasibility or practicability of the Projects, and such other expenses not specified herein as may be necessary or incident to the acquisition and development of the Projects, the financing thereof and the putting of the same in use and operation. " (e) "Council" means the City Council of the City, as the same shall be duly and regularly constituted from time to time. (t) "1986 Code" means the Internal Revenue Code of 1986, as amended from time to time, together with all regulations effective or promulgated and applicable thereto. (g) "Payin~ Agent" or "Bond Re~strar" means Rainier National Bank, Seattle, Washington. (h) "Resolution" shall mean this resolution of the City. A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 6. may be fixed and determined by a resolution adopted by the Council prior to the time of delivery thereof, are hereby authorized, and shall be issued, in the aggregate principal amount of not to exceed Two Million, One Hundred Thousand Dollars ($2,HlO,000). Section 6. Maturities. Payment Dates. Designation and Form of Bonds. The Bonds shall be designated "City of Seward, Alaska, 1987 General Obligation General Purpose Bonds" or such other designation as may be made by the Council by resolution, shall be dated and mature on such dates and may be redeemed in such manner as shall be established by resolution. The Bonds shall bear interest from their date payable on such dates at such rates as may be fixed and determined by resolution adopted prior to the delivery thereof. The Bonds shall be registered as to principal and interest as herein provided. The Bonds shall each be of the denomination of Five Thousand Dollars ($5,000) or any integral multiple of $5,000 of the same interest rate and maturity, approved by the City, such approval to be evidenced by the execution of such Bonds; or, in the case of sale to the Alaska Municipal Bond Bank, in the form of one fully registered bond, payable to the Alaska Municipal Bond Bank. The Bonds shall be numbered separately in the manner and with such additional designation as the Paying Agent deems necessary for purposes of identification. The Bonds may be delivered with the aggregate principal amount of Bonds maturing on one date represented by one Bond, in typewritten, printed or lithographed form. The Bonds shall be substantially in the form of such Bond 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. Each Bond shall bear a number or letter, or a number and letter, distinguishing it from every other Bond. A180355 . . . CITY OF SEWARD, AlASKA RESOLUTION NO. 87-109 Page 7. Section 7. Details of Bonds. Each of the Bonds shall be signed by the manual or facsimile signature of the Mayor and the official seal of the City (or a facsimile thereof) shall be affixed, imprinted or otherwise reproduced on the Bonds, and attested by the manual or facsimile signature of the City Qerk. In case any officer whose signature or facsimile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. In the event both the signature of the Mayor and the signature of the City Clerk are in facsimile form, the Bonds shall be signed by the manual signature of the City Manager or shall contain a certificate of the Paying Agent certifying the authentication of such signatures in the following form: PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution and the signatures imprinted hereon are the authentic signatures in facsimile of the Mayor and Clerk of the City. By Paying Agent By Authorized Officer The principal, redemption price of, and the interest on the Bonds shall be payable in any coin or currency of the United States of America, which at the respective dates of payment thereof, is legal tender for the payment of public and private debts. The principal on all Bonds shall be payable at the corporate trust offices of the Paying Agent. Payment of the interest on the Bonds shall be made by check or draft A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 8. mailed to the registered owner at the address appearing on the Bond Register of the City kept at the corporate trust office of the Paying Agent, provided that any owner of Bonds in an aggregate principal amount of $1,000,000 or more may, at its option, receive interest payments by wire transfer. Section 8. Redemption of Bonds. The Bonds may be subject to redemption by or on behalf of the City prior to maturity and upon notice as hereinafter provided, as a whole or in part as may be fixed and determined by resolution adopted by the Council prior to or at the time of sale of the Bonds. Section 9. Notice of Redemption. When the City determines to redeem any Bonds, it shall give notice of such redemption in the manner then provided by law, which notice shall state the redemption date and identify the Bonds to be redeemed by reference to their numbers and further state that on such redemption date there shall become due and payable upon each such Bond the principal amount thereof plus the applicable premium, if any (the "Redemption Price"), together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue. Such notice shall be given at least thirty (30) days but not more than forty-five (45) days prior to the redemption date by first class mail, postage prepaid, to the registered owner of any Bond to be redeemed at his address appearing on the Bond Register. Section 10. Payment of Redeemed Bonds. Notice of redemption having been given in the manner provided in this Resolution, the Bonds so called for redemption shall become due and payable on the redemption date stated in said notice at the applicable Redemption Price on said date plus interest accrued and unpaid to the redemption date upon presentation and surrender thereof at the corporate trust office of the Paying Agent, together with a written instrument of transfer duly executed by the registered owner or his duly authorized attorney. If, on the redemption date, moneys for A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 9. the redemption of all the Bonds to be redeemed, together with interest accrued and unpaid to the redemption date, shall be held on behalf of the City at the corporate trust office of the Paying Agent so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then from and after the redemption date the Bonds so called for redemption shall cease to bear interest. Section 11. Form of Bond. Each Bond shall be in substantially the following form, with such variations, omissions and insertions as may be required or permitted by this Resolution or by subsequent resolution of the Council: UNITED STATES OF AMERICA STATE OF ALASKA CITY OF SEWARD (A Municipal Corporation of the State of Alaska) NO.. .. $ 1987 GENERAL OBLIGATION GENERAL PURPOSE BOND INTEREST RATE MATURITY DATE CUSIP NO. Registered Owner Principal Amount DOLlARS The City of Seward (the "City"), a municipal corporation of the State of Alaska, 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 A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 10. Rate per annum shown above, payable on the first days of June and December in each year beginning June 1, 1988. The principal, interest and redemption price of this Bond 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 payment of public and private debts. Principal shall be paid to the Registered Owner or assigns upon presentation and surrender of the Bond at the corporate trust office of Rainier National Bank in Seattle, Washington (hereinafter called the "Paying Agent"), or its successor. Payment of interest shall be made by check or draft mailed to the Registered Owner of record as of the 15th day of the month preceding each interest payment date at the address appearing on the Bond Register of the City kept at the corporate trust office of the Paying Agent, provided that interest to be paid to a Registered Owner of Bonds in the aggregate principal amount of $1,000,000 or more may be made by wire transfer as provided in the hereinafter defined Resolution. This Bond is one of the 1987 General Obligation General Purpose Bonds of the City of Seward, Alaska, of like tenor and effect except as to interest rates, serial numbers, redemption terms and maturity, aggregating $2,550,000 in principal amount, and constituting Bonds authorized for the purpose of raising funds to pay the cost of various capital improvements in the City, with the questions of their issuance for such purposes approved and ratified by majority votes of the qualified voters of the City who voted on Propositions at the election held in the City on October 6, 1987, and is issued pursuant to Resolution No. 87-109 of the City entitled: AN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, AUTHORIZING AND PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $2,550,000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION BONDS OF THE CITY FOR THE PURPOSE OF RAISING FUNDS TO PAY THE COST OF VARIOUS CAPITAL IMPROVEMENTS IN THE CITY, FIXING CERTAIN DETAILS OF SAID BONDS, PROVIDING FOR A180355 . . . CITY OF SEWARD, AlASKA RESOLUTION NO. 87-109 Page 11. THE FORM AND MANNER OF SALE OF SAID BONDS, AND PLEDGING THE FULL FAITH AND CREDIT OF THE CITY TO THE PAYMENT THEREOF. (with Resolution No. 87-_, herein called the "Resolution"). The Bonds maturing on or after , _ are subject to redemption by or on behalf of the City prior to maturity and upon notice as set forth in the Resolution as a whole on any date or in part in inverse order of maturity on any interest payment date on or after , _ at a redemption price of 100% of the principal amounts thereof, together with interest thereon to the redemption date. If less than all of the Bonds of like maturity are to be redeemed, the particular Bonds to be redeemed shall be selected by lot within such maturity as provided in the Resolution. In addition, the Bonds maturing on redemption out of sinking fund payments on any , _ are subject to on or after , _ at 100% of the principal amount of the Bonds so to be redeemed plus accrued interest, if any, to the redemption date. Bonds subject to such mandatory redemption are to be selected by lot. This Bond is transferable as provided in the Resolution, only upon the Bond Register of the City kept for that purpose at the corporate trust office of the Paying Agent, upon surrender of this Bond together with a written instrument of transfer duly executed by the Registered Owner or the attorney of the Registered Owner duly authorized in writing, and thereupon a new fully registered Bond or Bonds in the same aggregate principal amount and maturity shall be issued to the transferee in exchange therefor as provided in the Resolution and upon the payment of charges, if any, as therein prescribed. The City and the Paying Agent may treat and consider the person in whose name this 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. A180355 . . . CITY OF SEWARD, AlASKA RESOLUTION NO. 87-109 Page 12. This Bond is a general obligation of the City of Seward, Alaska, and the full faith and credit of the City are pledged for the payment of the principal of and interest on the Bond as the same shall become due. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, or things required by the Constitution or statutes of the State of Alaska and the Home Rule Charter of the City to exist, to have happened or have been performed precedent to or in the issuance of this Bond, exist, have happened and have been performed, and that the series of Bonds of which this is one, together with all other indebtedness of the City, is within every debt and other limit prescribed by said Constitution, statutes or Charter. IN WITNESS WHEREOF, THE CITY OF SEWARD, AlASKA, has caused this Bond to be signed in its name and on its behalf by the facsimile signature of its Mayor and its corporate seal (or a facsimile thereof) to be hereunto affixed, imprinted or otherwise reproduced, and attested by the facsimile signature of its Clerk, all as of the first day of December, 1987. Harry E. Gieseler Mayor [S E A L] ATTEST: Linda S. Murphy Clerk A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 13. Section 12. Payinl: Agent and Bond Registrar. Rainier National Bank, Seattle, Washington, is hereby appointed as Paying Agent and Bond Registrar for the Bonds and the terms Paying Agent and Bond Registrar shall include any successor or successors thereto. The Paying Agent as Bond Registrar shall at its corporate trust office maintain a Bond Register which shall include the names and addresses of the owners or nominees of the owners of the Bonds and which shall provide for the registration, transfer and exchange of Bonds. The City shall indemnify and save harmless the Paying Agent against any liabilities which it may incur in the exercise and performance of its powers and duties as Paying Agent which are not due to its gross negligence or willful default, and shall pay its reasonable charges for its services as Paying Agent. The Paying Agent may become the owner of or may deal in Bonds, as fully and with the same rights as if it was not the Paying Agent. Section 13. Mutilated. Destroyed. Stolen or Lost Bonds. In case any Bond shall become mutilated or be destroyed, stolen on lost, the City may cause to be executed, and shall deliver, a new Bond of like interest rate, principal amount and maturity in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed, stolen or lost, upon the owner thereof paying the reasonable expenses and charges of the City in connection therewith and in the case of a Bond destroyed, stolen or lost, his filing with the Paying Agent evidence satisfactory to the City that such Bond was destroyed, stolen or lost, and of his ownership thereof, and furnishing the City with indemnity satisfactory to it. Any new Bond so delivered may bear a number differing from the number of the Bond it replaces. Section 14. Transfer and Exchange of Bonds and Delivery of New Bonds. Any Bond may be transferred only upon the books kept for the registration and transfer of Bonds by the Paying Agent, as Bond Registrar, upon surrender thereof at the corporate trust office of the Paying Agent, together with an assignment duly executed by A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 14. the registered owner or his attorney in such form as shall be satisfactory to the Paying Agent. Upon the transfer of any such Bond, there shall be executed in the name of the transferee, and the City shall authenticate and deliver, a new registered Bond or Bonds of the same maturity of any of the authorized denominations. In all cases in which Bonds may be transferred or exchanged under this Resolution, there shall be executed, and the City shall authenticate and deliver, Bonds in accordance with the provisions of this Resolution. Any such transfer or exchange shall be without cost to the registered owner, except that the City and the Paying Agent may make a charge for every such registration, transfer or exchange of Bonds sufficient to reimburse them 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 Bond shall be delivered. Neither the City nor the Paying Agent shall be required to make any such registration, transfer or exchange of a Bond during the fifteen (15) days next preceding an interest payment date on such Bond. Section 15. Ownership of Bonds. As to any Bond, the person in whose name the same shall be registered on the Bond 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 Bond and the interest on such Bond shall be made only to or upon the order of the registered owner thereof or his 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 Bond, including the interest thereon to the extent of the sum or sums so paid. Section 16. Pledge. The City hereby irrevocably pledges and covenants that it will levy and collect taxes upon all taxable property within the City without limitation as to rate or amount, in amounts sufficient, together with other funds legally A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 15. available therefor, to pay principal, interest and redemption premiums (if any) on the Bonds as the same become due and payable. Section 17. Arbitrage Covenant. The City covenants with the registered owners of all Bonds at any time outstanding that it will make no use or investment of the proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds" subject to Federal income taxation by reason of Section 148 of the 1986 Code. To that end, so long as any of the Bonds are outstanding, the City, with respect to the proceeds of the Bonds, 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 requirements are, at the time, applicable and in effect. Section 18. Compliance with 1986 Code. The City hereby covenants to comply with any and all applicable requirements set forth in the 1986 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 Bonds. The City 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 City to be legal and practicable and required for such exemption. Section 19. Defeasance. In the event money and/or direct, noncallable obligations of the United States of America maturing at such times and bearing interest to be earned thereon in amounts sufficient to redeem and retire any or all of the 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 obligations are irrevocably set aside and pledged for such purpose, then no further payments need to be made to payor secure the payment of the principal of and interest on such Bonds and such Bonds shall be deemed not to be outstanding. A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 16. Section 20. Amount. Dates. Maturities and Redemption. Sale and Other Details of Bonds. The Council shall by resolution establish the total amount of the Bonds to be issued in any series, the date of the Bonds, denominations, numbers, interest rates, interest payment dates, maturities, redemption provisions, and any other details of the said Bonds. The Bonds shall be sold at public or private sale, including sale to the Alaska Municipal Bond Bank, upon substantially the terms and conditions as may be fixed and determined by a resolution adopted by the Council prior to or at the time of sale. Section 21. Authority of Officers. The Mayor, the Acting Mayor from time to time, the City Manager, the Assistant City Manager and the City 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 Resolution, or to be determined by a subsequent resolution of the City, to the end that the City may carry out its obligations under the Bonds and this Resolution. Section 22. Authorization of Temporary Bonds. Until the definitive Bonds are prepared, the City may, if deemed necessary by the City Manager, issue a temporary Bond or Bonds which shall be typewritten, and which shall be delivered to the purchaser or purchasers of the Bonds in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds. The temporary Bond or Bonds shall be dated as of the date of the Bonds, shall be in an aggregate principal amount equal to the principal amount of Bonds sold, shall be numbered from T-1 upward, shall be substantially of the tenor of such definitive Bonds, but with such omissions, insertions and A180355 . e . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 17. variations as may be appropriate to temporary Bonds, and shall be signed by the Mayor or City Manager of the City and the City Oerk and shall be authenticated by the Paying Agent. Section 23. Amendatory and Supplemental Resolutions. (a) The Council 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 anyone or more of the following purposes: (1) To add to the covenants and agreements of the City in this Resolution contained, other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the City. (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 Council may deem necessary or desirable and not inconsistent with this Resolution and which shall not adversely affect the interest of the registered owners of the Bonds. (3) To provide for the issuance of Bonds in the form of book entry obligations. Any such supplemental resolution of the Council may be adopted without the consent of the owner of any of the Bonds at any time outstanding, notwithstanding any of the provisions of subsection (b) of this Section 23. (b) With the consent of the owners of not less than sixty percent (60%) 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 Resolution or of A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 18. 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 owners of each Bond so affected; or (2) Reduce the aforesaid percentage of owners of Bonds required to approve any such supplemental resolution without the consent of the owners of all of the Bonds then outstanding. It shall not be necessary for the consent of the owners of the Bonds under subsection (b) to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent shall approve the substance thereof. (c) Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 23, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations of the City under this Resolution and all owners of Bonds 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. A180355 . . . CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 19. (d) Bonds executed and delivered after the execution of any supplemental resolution adopted pursuant to the provisions of this Section 23 may bear a notation as to any matter provided for in such supplemental resolution, and if such supplemental resolution shall so provide, new Bonds so modified so as to conform, in the opinion of the City, to any modification of this Resolution contained in any such supplemental resolution may be prepared by the City and delivered without cost to the owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts. Section 24. Miscellaneous. (a) All payments made by the City of, or on account of, the principal of or interest on the Bonds shall be made on the several 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 Bonds or for any claim based thereon or on this Resolution against any member of the Councilor officer of the City or any person executing the Bonds. The 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 said political subdivision thereof, except the City. Section 25. Severability. If anyone or more of the covenants and agreements provided in this Resolution to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements shall be null and void and shall be deemed separable from the remaining covenants and agreements in this Resolution and shall in no way affect the validity of the other provisions of this Resolution or of the Bonds. A180355 fa CITY OF SEWARD, ALASKA RESOLUTION NO. 87-109 Page 20. Section 26. Effective Date. This Resolution shall take effect immediately. PASSED AND APPROVED by the CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, this 23rd day of November, 1987. THE CITY OF SEWARD, ALASKA .~~~~R AYES: NOES: ABSENT: ABSTAIN: DUNHAM, HILTON, NOLL, O'BRIEN, SIMUTIS, GIESELER NONE MEEHAN NONE ATTEST: APPROVED AS TO FORM: HUGHES, THORSNESS, GANTZ, POWELL & BRUNDIN, Attorneys for the City of Seward, Alaska . ~ fl/~ Fred B. 'dson City Attorney (City Seal) .-' . A180355