Loading...
03LOAN AGREEMENT THIS LOAN AGREEMENT dated as of the 1st day of February 2014 between the Alaska Municipal Bond Bank the Bank body corporate and politic constituted as an instrumentality of theState of Alaska the State exercisingpublic and essential governmental functions created pursuant to the provisions of Chapter 85 Title 44 Alaska Statutes as amended the Act having its principal place of business at Juneau Alaska and the Kodiak Island Borough Alaska duly constituted and existing second class borough of theState the Borough WITN ESSETH WHEREAS pursuant to the Act the Bank is authorized to make loans of money the Loan or Loans to governmental units and WHEREAS the Borough is Governmental Unit as defined in the General Bond Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept Loan from the Bank to be evidenced by its municipal bonds and WHEREAS the Borough desires to borrow money from the Bank in the amount of not to exceed $25000000 and has submitted an application to the Bank for Loan in the amount of not to exceed $25000000 and the Borough has duly authorizedthe issuance of its fully registered bond in the aggregate principal amount of $22660000 the Municipal Bond which bond is to be purchased by the Bank asevidence of the Loan in accordance with this Loan Agreement and WHEREAS the application of the Borough containsthe information requestedby the Bank and WHEREAS to provide for the issuance of bonds of the Bank in order to obtain fromtime to time money with which to make Loans the Bank has adopted the General Obligation Bond Resolution on July 132005 as amended August 19 2009 the General Bond Resolution and SeriesResolution No 2014-01approved on January 2014 together with the General Bond Resolution the Bond Resolution authorizing the making of such Loan to the Borough and the purchase of the Municipal Bond and WHEREAS the Board approved certain modifications to the General Bond Resolution effective on the date when all bonds issued under theterms of the General Bond Resolution prior to February 192013 cease to be outstanding NOW THEREFORE the parties agree The Bank hereby makes the Loanand the Borough accepts the Loan in the aggregate principal amount of $22660000 As evidence of the Loan made to the Borough and such money borrowed fromthe Bank by the Borough the Borough hereby sells to the Bank the Municipal Bond in the principal amount with the principal installment payments and bearing interest from its date at the rateorrates per annum stated in Exhibit appended hereto The Borough represents that it has duly adopted or will adopt all necessary ordinances or resolutions including Resolution No FY2014-24 adopted on January 16 2014 the Borough Resolution and has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement and issue its Municipal Bond to the Bankand that the Municipal Bond will constitute general obligation bond secured by the full faith and credit of the Borough all duly authorized by the Borough Resolution Subject to any applicable legal limitations the amounts to be paid by the Borough pursuant to this Loan Agreement representing interest due on its Municipal Bond theMunicipal Bond Interest Payments shall be computed at the same rateor ratesof interest borne by the corresponding maturitiesof the bonds sold by the Bank in order to obtain the money with which to make the Loan and to purchase the Municipal Bond the Loan Obligations and shall be paid by the Borough atleast seven business days beforethe interest payment date so as to provide funds sufficient to pay interest as the samebecomes dueon the Loan Obligations The amounts to be paid by the Borough pursuant to this Loan Agreement representing principal due on its Municipal Bond theMunicipal Bond Principal Payments shall be paid atleast seven business days beforethe payment date stated in the Municipal Bond so as to provide funds sufficient to pay the principal of the Loan Obligations as the same matures based upon the maturity schedule stated in Exhibit appended hereto In the event the amounts referred to in Sections and hereof to be paid by the Borough pursuant to this Loan Agreement arenot made availableat any time specified herein the Borough agrees that any money payable to it by any department or agency of theState may be withheldfrom it and paid over directly to the Trustee acting under the General Bond Resolution and this Loan Agreement shall be full warrant authority and directionto make such payment upon notice to such department or agency by the Bank with copy provided to the Borough as provided in the Act In the event Loan Obligations havebeen refunded and the interest rates the Bank is required to pay on its refunding bonds in any year are less than the interest AMBB/General Obligation Bonds 2014 Series One Loan Agreement Page I\Docs\37421 736\Loan Agreement KIB.Docx rates payable by the Borough on the Municipal Bond for the corresponding year pursuant to theterms of the Municipal Bond then both the Municipal Bond Interest Payments and the Municipal Bond Principal Payments will be adjusted in such manner that the interest rate paid by the Borough on any principal installmentof the Municipal Bond is equal to the interest rate paid by the Bank on the corresponding principal installmentof the Banks refunding bonds and ii on present value basisthe sum of the adjustedMunicipal Bond Interest Payments and Municipal Bond Principal Payments is equal to or less than the sum of the Municipal Bond Interest Payments and Municipal Bond Principal Payments due over the remaining term of the Municipal Bond as previously established under this Loan Agreement In the event of such refunding of Loan Obligations the Bank shall present to the Borough for the Boroughs approval revised schedule of principal installment amounts and interest rates for the MunicipalBondIfapprovedbytheBoroughtherevisedscheduleshallbeattachedheretoas Exhibit and incorporated herein in replacement of the previous Exhibit detailing said principal installment amounts and interest rates The Borough is obligated to pay to the Bank Fees and Charges Such Fees and Charges actually collected fromthe Borough shall be in anamount sufficient together with the Boroughs Allocable Proportion as defined below of other money availabletherefor under the provisions of the Bond Resolution and other money available therefor including any specific grants made by the United States of America or any agency or instrumentality thereof or by theState or any agency or instrumentality thereof and amounts applied therefor from amounts transferredto the Operating Fund pursuant to Section 606 of the General Bond Resolution to pay as the samebecome due the Boroughs Allocable Proportion of the Administrative Expenses of the Bank and to pay as the same become due the Boroughs Allocable Proportion of thefees and expenses of the Trustee and paying agent for the Loan Obligations The Boroughs Allocable Proportion as used herein shall mean the proportionate amount of the total requirement in respect to which theterm is used determined by the ratio that the principal amount of the Municipal Bond outstanding bears to the total of all Loans then outstanding to all Governmental Units under the General Bond Resolution as certified by the BankThe waiver by the Bank of any fees payablepursuant to this Section shall not constitute subsequent waiver thereof The Borough is obligated to make the Municipal Bond Principal Payments scheduled by the BankThe first such Municipal Bond Principal Payment is due atleast seven business days prior to the date indicated on Exhibit appended hereto and thereafter on the anniversary thereof each year The Borough is obligated to make the AMBB/General Obligation Bonds 2014 Series One Loan Agreement Page l\Docs37421 736\Loan Agreement KIB.Docx Municipal Bond Interest Payments scheduled by the Bank on semi-annual basis commencing seven business days prior to the date indicated on Exhibit appended hereto and to payany Fees and Chargesimposed by the Bank within 30 days of receiving the invoice of the Bank therefor The Bank shall not sell and the Borough shall not redeem prior to maturity any portion of the Municipal Bond in anamount greater than the Loan Obligations which are then outstanding and which are then redeemable and in the event of any such sate or redemption the same shall be in anamount not less than the aggregate of the principal amount of the Municipal Bond or portion thereof to be redeemed ii the interest to accrue on the Municipal Bond or portion thereof to be redeemed to thenext redemption date thereof not previously paid iii the applicable premium if any payable on the Municipal Bond or portion thereof to be redeemed and iv thecost and expenses of the Bank in effecting the redemption of the Municipal Bond or portion thereof to be redeemed The Borough shall give the Bank atleast 50 days notice of intentionto redeem its Municipal Bond In the event the Loan Obligations with respect to which thesale or redemption prior to maturity of such Municipal Bond is being made have been refunded and the refunding bonds of the Bank issued for the purpose of refunding such Loan Obligations were issued in principal amount in excess of or less than the principal amount of the Municipal Bond remaining unpaid at the date of issuance of such refunding bonds the amount which the Borough shall be obligated to pay or the Bank shall receive under item above shall be the principal amount of such refunding bonds outstanding In the event the Loan Obligations havebeen refunded and the interest the Bank is required to pay on the refunding bonds is less than the interest the Bank was required to pay on the Loan Obligations the amount which the Borough shall be obligated to pay or the Bank shall receive under item ii above shall be the amount of interest to accrue on such refunding bonds outstanding In the event the Loan Obligations have been refunded the amount which the Borough shall be obligated to pay or the Bank shall receive under item iii above when the refunded Loan Obligations are to be redeemed shall be the applicable premium if any on the Loan Obligations to be redeemed Nothing in this Section shall be construedas preventing the Borough from refunding the Municipal Bond in exchange for new Municipal Bond in conjunction with refunding of the Loan Obligations 10 Simultaneously with the delivery of the Municipal Bond to the Bank the Borough shall furnishto the Bank evidence satisfactory to the Bank which shall set AMBB/General Obligation Bonds 2014 Series One Loan Agreement Page I\Docs\37421 736\Loan Agreement KIB.Docx forth among other things that the Municipal Bond will constitutevalid and binding general obligation of the Borough secured by the full faith and credit of the Borough 11 Invoices for payments under this Loan Agreement shall be addressed to the Kodiak Island Borough Attention Finance Director 710 Mill Bay Road Kodiak Alaska 99615 The Borough shall give the Bankand the corporate trust office of the Trustee under the General Bond Resolution at least 30 days written notice of any change in such address 12 The Borough hereby agrees to keep and retain until the date six years after the retirementof the Municipal Bond or any bond issued to refund the Municipal Bond or such longerperiod as may be required by the Boroughs record retention policies and procedures records with respect to the investment expenditure and use of the proceeds derivedfromthesale of its Municipal Bond including without limitation records schedules bills invoices check registers cancelled checksand supporting documentation evidencing use of proceeds and investments and/or reinvestments of proceeds The Borough agrees that all records required by the preceding sentence shall be made available to the BondBank upon request 13 Prior to payment of the amount of the Loan or any portion thereof and the delivery of the Municipal Bond to the Bank or its designee the Bank shall have the right to cancel all or any part of its obligations hereunder if Any representation warranty or other statement made by the Borough to the Bank in connection with its application to the Bank for Loan shall be incorrect or incomplete in any material respect The Borough has violated commitments made by it in the terms of this Loan Agreement The financial position of the Borough has in the opinion of the Bank suffered materially adverse change between the date of this Loan Agreement and the scheduled time of delivery of the Municipal Bond to the Bank 14The obligation of the Bank under this Loan Agreement is contingent upon delivery of its General Obligation Bonds 2014A Series One Tax-Exempt the 2014A Series One Bonds and receipt of the proceeds thereof 15 The Borough agrees that it will provide the Bank withwritten notice of any default in covenantsunder the Borough Resolution within 30 days fromthe date thereof 16The Borough shall not take or omit to take any action lawful and within its power to take which action or omission would cause interest on the Municipal Bond to AMBB/General Obligation Bonds 2014 Series One Loan Agreement Page I\Docs\37421 736\Loan Agreement KIB Docx become subject to federal income taxes in additiontofederal income taxes to which interest on such Municipal Bond is subject on the date of original issuance thereof The Borough shall not permit any of the proceeds of the Municipal Bond or any facilities financed with such proceeds to be used in any manner that would cause the Municipal Bond toconstitute private activity bond within the meaning of Section 141 of the Code The Borough shall make no use or investment of the proceeds of the Municipal Bond which will cause the Municipal Bond to bean arbitrage bond under Section 148 of the Code So long as the Municipal Bond is outstanding the Borough shall comply with all requirements of said Section 148and all regulations of the United States Department of Treasury issued thereunder to theextent that such requirements are at the time applicable and in effect The Borough shall indemnify and hold harmless the Bank from any obligation of the Borough to make rebate payments to the United States under said Section 148 arising fromthe Boroughs use or investment of the proceeds of the Municipal Bond 17 The Borough agrees that ifit is one of the Governmental Unitsthat has ten percent or greater amount of outstanding bonds held by the Bank under its General Bond Resolution it shall execute continuing disclosure agreement for purposes of Securities and Exchange Commission Rule 15c2-12adopted under the Securities and Exchange Act of 1934 and provide the Bank for inclusion in future official statements upon request financial information generally of the type included in Appendix under the heading Summaries of Borrowers Representing 10%or More of Outstanding Principal of Bonds Issued Under the 2005 General Bond Resolution to the Official Statement and attached hereto as Exhibit 18 If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect any of the remainingprovisions of this Loan Agreement and this Loan Agreement shall be construed and enforcedas if such invalid or unenforceable provision had not been contained herein 19 This Loan Agreement may be executed in one or more counterparts any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument Each party agrees that it will execute any and all documents or other instruments and take such otheractions as are necessary to give effect to theterms of this Loan Agreement 20 No waiver by either party of any term orconditionof this Loan Agreement shall be deemed or construed as waiver of any otherterm or condition hereof nor shall waiver of any breach of this Loan Agreement be deemed toconstitute waiver AMBB/General Obligation Bonds 2014 Series One Loan Agreement Page J\Docs\37421 736\Loan Agreement KIB.Docx of anysubsequentbreach whether of the same orof different section subsection paragraph clause phrase or other provision of this Loan Agreement 21 In this Loan Agreement unlessotherwisedefined herein all capitalized terms which aredefined in Article of the General Bond Resolution shall have the same meanings respectively assuch termsare given in Article of the General Bond Resolution 22 This Loan Agreementmerges and supersedes all prior negotiations representations and agreements between the parties hereto relating to the subject matterhereof and constitutes the entire agreement between the parties hereto in respect thereof IN WITNESS WHEREOF the parties hereto have executed this Loan Agreement the day and year first above written ALASKA MUNICIP ANK xecutive Director KODIAK ISLAND BOROUGH ALASKA By IAL KARLETON SHORT Finance Director AMBB/General Obligation Bonds 2014 Series One Loan Agreement Page IDocs\37421736\Loan Agreement KIB.Docx EXHIBIT $22660000 Kodiak Island Borough Alaska General Obligation School Bond 2014 Municipal Bond Due Principal Interest March Amount Rate 2015 $740000 2.000% 2016 785000 3.000 2017 810000 4.000 2018 840000 5.000 2019 880000 2.000 2020 900000 2.000 2021 915000 5.000 2022 965000 5.000 2023 1010000 5.000 2024 1060000 5.000 2025 1110000 3.125 2026 1150000 5.000 2027 1205000 5.000 2028 1265000 5.000 2029 1330000 5.000 2030 1395000 5.000 2031 1465000 4.500 2032 1535000 5.000 2033 1610000 5.000 2034 1690000 5.000 Principal installments shall be payable onMarch in each of the years and in the amounts set forth above Interest on the Municipal Bond shall be payable on September 2014 and thereafter on March and September of each year Optional Prepayment The Municipal Bond principal payments dueon or after March 2025 are subject to prepayment in whole or in part at the option of the Borough on any date on or after March 2024 at price of 100%of the principal amount thereof to be prepaidplus accrued interest to the date of prepayment AMBB/General Obligation Bonds2014 Series One Loan Agreement Exhibit Page A-I \Docs\37421 736\Loan Agreement KIB.Docx EXHIBIT APPENDIX Summaries of Borrowers Representing 10%or More of Outstanding Principal of Bonds Issued Under the 2005 General Bond Resolution Page of r.enat Ienunsuta ucrougn ijenerat 1-unu General Obligation Financial Summary EXHIBIT D-1 Page of 4unicipal FinancialPosition 2009 2010 2011 2012 2013 Average ropedy Tax Collections Borrowers Properly Tao Rate per 51.091 $4.50 $4.50 $450 $4.50 $4.50 $4 MunicipalLevy $26779449 $28875124 $29058274 $30419493 $30823497 558.501541 Current Years Collections $26431968 $28375677 $28630610 $29946804 $30382639 $57650 Current Collection Rate 98.70%9827%98.53%98.45%99.57%98.5 Total Years Collections $26773902 $28863520 $29025996 530353606 550382636 $58383843 TotalCollection Rate 99.98%99-0 99.82%99.78%9857%99.80 General Fund Total Ending Fund Balance 25138217 23021423 21705814 21466383 28310985 Unreserved Ending Fund Balance 24604294 28864 21454058 21268520 16296145 5405275 Expenditures 69119691 70820 72363558 71347868 72452478 51293855 Fund Balance/Expenditures 36%72%30%30%22% Total Revenues 69797634 68716-o2 70799805 71109637 74255493 $129722.1 Intergovernmental Revenues 9.477866 899 8.538331 9749464 10392037 5162711 PercentageIntergovernmental 14%11%12%14%14%13 AnnualGrowth GeneralEconomic and Demographic Dala 2009 2010 2021 2012 Rate 2013 Umererved Food Belorce i.Nrt of Note Lfvoivableto tf.e City oftanner I.e onooot of 56941837 for inxtallatioo ofn41xral 90010 comnmoity moored by oxoommrotooooll booofited pmprrtios EXHIBIT D-2 Page of 2009 ITY AND BOROUGH OF SITKA GENERAL OBLIGATION FINANCIAL SUMMARY 4unicipalFinancialFosition __________2010 2011 2012 2013 AverageIv1nIfrm Borrowers Property Tax Rate per $1000 Lurrentrears Loflections Current Collection Rate Intel LoulectlonCate 2009 2010 2011 2012 2012 Annual Gmwth General Economicand Demographic Data 627 8881 8773 8952Population_________________________________________________________ Tax Payers 7.84% 941 464880 953 574685 985073129 990930238 101TaxableAssessedValue______________________________________________________ 109.130 107372 112285 110694AssessedValuePerCapita EXHIBIT City and Borough of SiLks Electric Enterprise Fund Financial Summary 2009 2010 2011 2012 2013 AuditedAuditedAuditedAuditedAudited 4ssets Cash 8993721886815924320421 3145065028803187 Restricted Assets 7376785714927768711643595875 21197459 Other Assets 360206742560235010167726627513897615 Construction in Progress 2883684 5555467116469871808672458930539 Utility Plant in Service 66094407 64914833631031506177500359900343 Total Assets 88950664 90743759110951889122174527182729143 Liabilities andNet Assets Liabilities Other Liabilities 419304 636920172277224771826355564 RevenueBonds Payable 3039500028090000487000004757000079485000 Deferred loss/premium onbonds 954781815343 1471509 1711547 5943338 RevenueNote Payable 92991309054598880018885354987973608 Total Liabilities 3915865336966175606944695687113399757510 NetAssess 4979201153777584502574206530339482971633 Operating Revenues 1184611710852914114015231161131912077554 Operating Expenses Administrative and General 19555081699737173969820037681975492 Operation andMaintenance 4465023436611552573425914895 5152028 Depreciation 1998438199417119875581971739 1986195 Operating Income 34271482792885241692517209172963839 Nonoperating revenue expense Investment income 642422523298490986459107 314600 Interest Expense 24691922369426172519828486391678238 Other 351823208962 625748572946 NetIncome before contributions and transfers 195220111557191182713 42867 2173147 Capital contributions 60358228537524039237526605017169455 Estraordinary Item NetPension Obligation Relief 281345 119824 139806 325771 Transfer In Out net 23898 998128 Change in Net Assets 2837128 39855735341774536298918670245 Population of City and Borough 8627 8881 8773 8952 9084 ofelectric customers 5257 5278 5282 5309 5403 KwH Sold 114866192108739970111795344111048623111155330 RevenueBondDebt Service 410569041084073477959 34675674529240 Revenue Bond Coverage 1.25 1.56 1.34 1.41 1A3 1.2 Note $1440000 transferredinto Rate Stabilization Fund in Ff2013 Note TotalofrateStabilization Fund as of June 302013 -$2151000 D-3 Page of CITY ANDBOROUGH OFJUNEAU FINANCIAL SUMMARY GeneralGovernmental Fund EXHIBIT D-4 Page of Municipal FinancialPosition MUXUCWaILSVV borrowersropertv lax gateper $1000 CurrentsearsLouections Total Years Collections TotalCollection Rate I.aeneral Iuna 2009 2010 2011 2012 2013 Average Unassienea IIUS Lmernencv uoeratingxesLLtboiTOiJ runa balanceuxvenanures otai Itevenues Intergovernmental Revenues PeitentageIntergovernmental TaxableAssessedValue AssessedValue Per Capita Tc --of EXHIBIT CITY ANDBOROUGH OF JUNEAU HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2009 2010 2011 2012 2013 Audited Audited Audited Audited Audited ASSETS PlantIn-Service net of depreciation $13081747$11923364$13827335$12844129$11875368 Construction Work in Progress 2784170629935711298892943349976942397974 Cash 3299922 4470053472852246607553466374 Restricted Assets 9929753 7588584 107027031119647910946328 OtherAssets 1178214 866059 764741 847869 543407 Total Assets 5533134254783771599125956304900169229451 LIABILITIES ANDNETASSETS Revenue Bonds Payable 10210000 99600009700000 96915959380434 Other Liabilities 2590015 1726240 21102902140909 1401365 Total Liabilities 12800015116862401181029011832504 10781799 NET ASSETS 4253132743097531 48102305 5121649758447652 Operating Revenues 263022030403302854858 3154885 3173272 Operation and Maintenance 2396922 213387724921102434329 2498178 Administrative and General Depreciation 1048281 799254 899956 986619 968761 Operating Income Loss 814983 107199 537208266063293667 Non-Operating Revenue Expense 422169 183181 46509 155306 214686 Net Income Loss Before Contribution 392814 75982 490699 110757508353 Capital Contributions 317339 242186 1690873 25499497392466 Net Transfers-In Out 3250000 400000 3804600 675000 500000 Special item NPO/OPEB write off 338771 ________________________________________________ Change in NetAssets 3513296 566204 5004774 3114192 7384113 Population of City 30711 31275 31275 32290 32290 RevenueBond Coverage 1.67 2.19 1.19 119 121 D-5 Page of EXHIBIT Conduit Debt WILDFLOWERCOURT not for profit organziation FINANCIAL SUMMARY LIABILITIES AND NETASSETS Change in NetAssets Revenue Bond Coverage 422660 83562 350558 193816587132 This facility is component unitof the City of Seward D-6 Page of ASSETS 2008 2009 2010 2011 2012 Audited Audited Audited AuditedAudited PlantIn-Service 742237765202715674338 49093054620999 Cash 11624021500220125586715821281752043 Restricted Assets 17562351760358173517817074022170928 OtherAssets 1149867114264213129151399517 1444749 Total Assets 1149088110923491997829895983529988719 14850000 923777 15773777 4282896 14250000 872825 15122825 Bond Debt Other Liabilities Total Liabilities NETASSETS DEFICIT Operating Revenues Operating Expenses Depreciation Operating Income Loss Non-Operating Revenue Expense 13650000 878190 14528190 13050000 904428 13.954.428 11705000 2052663 13.757.663 4199334 4549892 43560763768944 897243210290008103616091085919510841324 84386139302040980294498943539594317 988053 951871 937147 832579780765 454234 36097 378482 132263 466243 31574474652792461553 120890 1.10 1.27 1.01 1.33 1.32 EXHIBIT CITY ANDBOROUGH OF JUNEAU BARTLETTREGIONALHOSPITAL FINANCIAL SUMMARY 2009 2010 2011 2012 2013 Audited Audited Audited Audited Audited ASSETS PlantIn-Service net of depreciation $71272745$74736663 $72772410$74566327$74002798 Construction Work in Progress 8224160 3126611 6866781 6202224 2826314 Cash 1629792618036202 1499030817386169 26113833 Restricted Assets 5462944 855505110160114 65494985490768 OtherAssets 17751193 2054993723011263 23462113 25230206 Total Assets 119008968 125004464127800876 128166331133663919 LIABILITIES ANDNETASSETS RevenueBonds Payable 2674000026165000 255700002492679525304679 Other Liabilities 1048438711066147 11391053 89998678829067 Total Liabilities 3722438737231147 36961053 33926662 34133746 NETASSETS 81784581 87773317 90839823 9423966999530173 Operating Revenues 76333369 82640681 90680836 95026373 84250207 Operation and Maintenance 66831133 7297563283883389 89411913 76967444 Administrative and General Depreciation 5474872 627056565521777145290 7001295 Operating Income Loss 40273643394484 245270 1530830 281468 Non-Operating Revenue Expense 243415 911555 15796343306366 4119820 Net Income Loss Before Contribution 4270779 43060391824904 1775536 4401288 Capital Contributions 870700 536697 89002 471910 134658 Net Transfers-In Out 1103000 11460001152600 1152400 1123000 Special item NPO/OPEB write off 1006456 ________________________________________________ Change in NetAssets 7250935 598873630665063399846 5658946 Population of City 30711 31275 31275 32290 32290 RevenueBond Coverage 5.07 5.15 3.63 3.00 4.33 D-7 Page of