Tab_21rv I II )7'V IS] 'A I7.%V.'tei i aI k'A I k1 I
THIS AMENDATORY LOAN AGREEMENT, dated the 18" day of October 2016,
between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted
as an instrumentality of the State of Alaska (the "State") exercising public 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 Aleutians East Borough, Alaska, a duly constituted second class borough of the State (the
"Borough"):
WITNESSETH:
WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money
(the "Loans") to governmental units; and
WHEREAS, the Borough is a "Governmental Unit" as defined in the General Bond
Resolution of the Bank hereinafter mentioned and was authorized to accept a Loan from the
Bank, evidenced by its municipal bond; and
WHEREAS, to provide for the issuance of bonds of the Bank to obtain from time to time
money with which to make, and/or to refinance, municipal Loans, the Board of Directors of the
Bank (the "Board") adopted its General Obligation Bond Resolution on July 13, 2005 (as
amended, the "General Bond Resolution"); and
WHEREAS, the Board approved certain modifications to the General Bond Resolution,
effective on the date when all bonds issued under the terms of the General Bond Resolution,
prior to February 19, 2013, cease to be outstanding; and
WHEREAS, the Bank made a Loan to the Borough from proceeds of the Bank's General
Obligation Bonds, 2003 Series E (the "2003 Series E Bonds") in the amount of $21,125,000,
evidenced by a Loan Agreement, dated September 1, 2003 (the "2003 Loan Agreement"),
between the Bank and the Borough; and
WHEREAS, as security for repayment of the Loan and as provided in the 2003 Loan
Agreement, the Borough issued its Aleutians East Borough, Alaska School, Marine and Other
Transportation General Obligation Bond, 2003, dated September 30, 2003 (the "2003 Municipal
Bond"), of which the Bank was the registered owner; and
WHEREAS, after the issuance of the 2003 Series E Bonds, the Bank used a portion of the
proceeds of the Bank's (i) General Obligation Bonds, 2007 Series Two (the "2007 Series Two
Bonds") to refund a portion of the 2003 Series E Bonds and a corresponding portion of the
principal installments of the 2003 Municipal Bond and (ii) General Obligation and Refunding
Bonds, 2011 Series Three (the "2011 Series Three Bonds") to refund a portion of the 2003 Series
E Bonds and a corresponding portion of the 2003 Municipal Bond; and
WHEREAS, in connection with the issuance of the 2007 Series Two Bonds and the 2011
Series Three Bonds and the refunding of a portion of the 2003 Municipal Bond, the Bank and the
Borough entered into an Amendatory Loan Agreement, dated April 1, 2007 (the "2007
Amendatory Loan Agreement"), between the Bank and the Borough, and an Amendatory Loan
Agreement, dated September 1, 2011 (the "2011 Amendatory Loan Agreement"), between the
Bank and the Borough; and
WHEREAS, as provided in the 2007 Amendatory Loan Agreement and the 2011
Amendatory Loan Agreement, respectively, the Borough delivered to the Bank (i) the Borough's
Aleutians East Borough, Alaska General Obligation Refunding Bond 2007, dated April 5, 2007
(the "2007 Municipal Bond"), in exchange for the refunded portion of the 2003 Municipal Bond
and (ii) the Borough's Aleutians East Borough, Alaska General Obligation Refunding Bond,
2011 C, dated September 15, 2011 (the "2011 Municipal Bond"), in exchange for a portion of
the 2003 Municipal Bond; and
WHEREAS, the Bank has determined that refunding a portion of the outstanding 2007
Series Two Bonds will result in a debt service savings thereon and on the 2007 Municipal Bond;
and
WHEREAS, on September 6, 2016, the Board adopted Series Resolution No. 2016-05
(the "Series Resolution" and, together with the General Bond Resolution, the "Bond
Resolution") authorizing the issuance of its General Obligation and Refunding Bonds, 2016
Series Three (the "Refunding Bonds") in part to refund a portion of the 2007 Series Two Bonds;
and
WHEREAS, to effect the proposed refunding and resulting debt service savings on the
2007 Series Two Bonds and the 2007 Municipal Bond, and to conform the terms of the 2003
Loan Agreement, as amended by the 2007 Amendatory Loan Agreement and the 2011
Amendatory Loan Agreement (the "Amended Loan Agreement"), to the current practices of the
Bank, it is necessary to amend the terms of the Amended Loan Agreement and to provide for the
issuance by the Borough to the Bank of the Borough's General Obligation Refunding Bond (the
"2016 Municipal Bond" and together with the 2007 Municipal Bond and the 2011 Municipal
Bond, the "Municipal Bond") and for the refunding of a portion of the Borough's 2007
Municipal Bond as provided herein.
NOW, THEREFORE, the parties agree as follows:
1. The Bank will refund a portion of the outstanding 2007 Series Two Bonds as
provided in the Series Resolution. The amount of the principal installments of the Borough's
2007 Municipal Bond corresponding to the refunded maturities of the 2007 Series Two Bonds,
and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service
payable on the Refunding Bonds as set forth in the 2016 Municipal Bond delivered to the Bank
in exchange for the 2007 Municipal Bond. The 2016 Municipal Bond, together with the
replacement 2007 Municipal Bond delivered in exchange for the original 2007 Municipal Bond,
henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated
on Exhibit A appended hereto.
Page 2
2. Section 2 of the Amended Loan Agreement is amended by replacing the current
language with the following:
The Borough represents that it has duly adopted all necessary ordinances or resolutions,
including Ordinance No. 98-1, adopted by the Borough Assembly on October 7, 1997,
Ordinance No. 03-02, adopted by the Borough Assembly on May 19, 2003, and Resolution No.
04-03, adopted by the Borough Assembly on August 22, 2003 (together, the "Borough's 2003
Ordinance") and that the Borough's 2003 Ordinance is in full force in effect, and has taken all
proceedings required by law to enable it to enter into the 2003 Loan Agreement.
The Borough represents that it has duly adopted all necessary ordinances or resolutions,
including Resolution No. 07-15, adopted on January 10, 2007 (as amended by Resolution No.
07-18, adopted on January 10, 2007, the "Borough's 2007 Resolution") and that the Borough's
2007 Resolution is in full force and effect, and that it has taken all proceedings required by law
to enable it to enter into the 2007 Amendatory Loan Agreement and to issue its 2007 Municipal
Bond to the Bank and that the 2007 Municipal Bond constitutes a direct and general obligation of
the Borough, secured by the Borough's pledge of its full faith and credit, all duly authorized by
the Borough's 2007 Resolution.
The Borough represents that it has duly adopted all necessary ordinances or resolutions,
including Resolution No. 11-26, adopted on June 30, 2011 (the "Borough's 2011 Resolution")
and that the Borough's 2011 Resolution is in full force and effect, and that it has taken all
proceedings required by law to enable it to enter into the 2011 Amendatory Loan Agreement and
to issue its 2011 Municipal Bond to the Bank and that the 2011 Municipal Bond constitutes a
direct and general obligation of the Borough, secured by the Borough's pledge of its full faith
and credit, all duly authorized by the Borough's 2011 Resolution.
The Borough represents that it has duly adopted or will adopt all necessary ordinances or
resolutions, including Resolution No. 17-05, adopted on September 7, 2016 (the "Borough
Refunding Resolution" and together with the Borough's 2003 Ordinance, the Borough's 2007
Resolution and the Borough's 2011 Resolution, the "Borough's Ordinance"), and has taken or
will take all proceedings required by law to enable it to enter into this Amendatory Loan
Agreement and to issue its 2016 Municipal Bond to the Bank and that the 2016 Municipal Bond
will constitute a direct and general obligation of the Borough, secured by the Borough's pledge
of its full faith and credit, all duly authorized by the Borough Refunding Resolution.
3. The 2016 Municipal Bond shall be subject to optional prepayment prior to
maturity on and after the same date, and on the same terms as the Refunding Bonds may be
subject to optional redemption as set forth in Exhibit A.
4. Section 14 of the Amended Loan Agreement is amended to include the following
paragraph:
The Borough represents that the Borough's Ordinance is in full force and effect and has
not been amended, supplemented or otherwise modified, other than by the Borough's Refunding
Resolution and as previously certified by the Borough to the Bank.
Page 3
5. Section 16 of the Amended Loan Agreement is amended by replacing the current
language with the following:
The Borough agrees that if its bonds constitute ten percent (10%) or more of the
outstanding principal of municipal bonds held by the Bank under its General Bond Resolution it
shall provide the Bank for inclusion in future official statements, upon request, financial
information generally of the type included in Appendix D of the Bank's Official Statement,
dated October 18, 2016, under the heading "Summaries of Borrowers Representing 10% or More
of Outstanding Principal of Bonds Issued Under the 2005 Bond Resolution" attached hereto as
Exhibit B.
The Borough further agrees that if its bonds constitute ten percent (10%) or more of the
outstanding principal of municipal bonds held by the Bank under its General Bond Resolution, it
shall execute a continuing disclosure agreement prepared by the Bank for purpose of Securities
and Exchange Commission Rule 15c2-12, adopted under the Securities and Exchange Act of
1934.
6. Section 22 of the Amended Loan Agreement is amended by adding the following
paragraph:
The Borough hereby agrees to keep and retain, until the date six years after the retirement
of the 2016 Municipal Bond, or any bond issued to refund the 2016 Municipal Bond, or such
longer period as may be required by the Borough's record retention policies and procedures,
records with respect to the investment, expenditure and use of the proceeds derived from the sale
of its 2016 Municipal Bond, including without limitation, records, schedules, bills, invoices,
check registers, cancelled checks and 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 Bank upon request.
7. A new Section 23 is added to the Amended Loan Agreement, as follows:
The Borough agrees that it shall file, on an annual basis, its audited financial statement
with the Municipal Securities Rulemaking Board not later than two hundred ten (210) days after
the end of each fiscal year of the Borough for so long as any of the 2007 Municipal Bond, the
2011 Municipal Bond or the 2016 Municipal Bond remains outstanding. The Borough agrees
that filings under this Section 23 shall be made in connection with CUSIP Nos. 01 179P, 011798
and 011 79R. Additional or alternate CUSIP number(s) may be added from time to time by
written notice from the Bank to the Borough. The Borough agrees that if it shall receive from
the Bank CUSIP number(s) in addition to those set forth in this Section then it shall make its
filings using both CUSIP numbers herein stated and any additional CUSIP number(s).
8. A new Section 24 is added to the Amended Loan Agreement, as follows:
(a) The Borough hereby certifies that all proceeds of the 2003 Municipal Bond, the
2007 Municipal Bond and the 2011 Municipal Bond, except for those proceeds that are
accounted for as transferred proceeds in the arbitrage certificate for its 2016 Municipal Bond,
have been expended prior to the date hereof.
Page 4
(b) The Borough hereby certifies that to date all required rebate calculations relating
to the 2003 Municipal Bond, the 2007 Municipal Bond and the 2011 Municipal Bond have been
timely performed and the Borough has remitted any necessary amount(s) to the Internal Revenue
Service.
(c) The Borough hereby certifies that (i) the 2003 Municipal Bond was issued
exclusively for new money purposes; and (ii) the 2007 Municipal Bond and the 2011 Municipal
Bond have not previously been used to directly or indirectly advance refund a prior issue of any
municipal bonds of the Borough.
9. A new Section 25 is added to the Amended Loan Agreement, as follows:
As heretofore amended and as amended hereby, the 2003 Loan Agreement will remain in
full force and effect so long as any of the 2007 Municipal Bond, the 2011 Municipal Bond or the
2016 Municipal Bond remains outstanding.
Page 5
IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan
Agreement as of the date first set forth above.
ALASKA MUNICIPAL BOND
By:
/
DE VIN MITCHELL
/ Executive Director
ALEUTIANS EAST BOROUGH, ALASKA
By:
Borough Administrator
Page 6
i ai :11 1.3 i
Aleutians East Borough, Alaska
General Obligation Refunding Bond 2007, issued on April 5, 2007 (the "2007 Municipal Bond")
Principal Sum of $80,000
Principal Interest
Principal Payment Date Amount Rate
December 1, 2016 $80,000 4.000%
The remaining principal installment shall be payable on December 1 in the year, and in the
amount set forth above. Interest on the 2007 Municipal Bond shall be payable on December 1,
2016.
Prepayment Provisions: The remaining 2007 Municipal Bond principal installment is not subject
to prepayment prior to maturity.
Page A-i
Aleutians East Borough, Alaska
General Obligation Refunding Bond, issued on November 3, 2016 (the "2016 Municipal Bond")
Principal Sum of $17,155,000
Principal Payment Date Principal Interest
(December 1) Amount Rate
2016 $265,000 2.000%
2017 770,000 2.000
2018 840,000 4.000
2019 89000 4.000
2020 935,000 4.000
2021 990,000 4.000
2022 1,305,000 5.000
2023 1,525,000 5.000
2024 1,680,000 5.000
2025 1,815,000 5.000
2026 1,935,000 5.000
2027 2,050,000 5.000
2028 2,155,000 5.000
Principal installments shall be payable on December 1 in each of the years, and in the amounts
set forth above. Interest on the 2016 Municipal Bond shall be payable on December 1, 2016, and
thereafter on June 1 and December 1 of each year.
Optional Prepayment: The 2016 Municipal Bond principal installments due on or after
December 1, 2028 are subject to prepayment in whole or in part at the option of the Borough on
any date on or after December 1, 2026, at a price of 100% of the principal amount thereof to be
prepaid, plus accrued interest to the date of prepayment.
Page A-2
iIy..juiJ. I
Page B-i
OHSUSA:765723 148.5
CITY AND BOROUGH OF SITKA
GENERAL OBLIGATION FINANCIAL SUMMARY
Municipal Financial Position 2011 2012 2013 2014 2015 Average
e'roperty Tax Collections
Borrowers Property Tax Rate per $1,000 $6.00 $6.00 $6.00J $6.00 $6.00 $6.00 Municipal Levy $5,799,400 $5,904,617 $5,957,735 $5,901,738 $6,032,826 $5,919,263 Current Years Collections $5,753,039 $5,874,918 $5,893,452 $5,842,721 $6,006,776 $5,874,181 Current Collection Rate 99.20% 99.50% 98.92% 99.00% 99,577. 99.24% Total Years Collections $5,807,869 $5,909,321 $5,893,452 $5,842,721 $6,006,776 $5,892,028
Total Collection Rate 100.15% 100.08% 98.92% 99.00% 99.57% 99.54%
General Fund
Unreserved Ending Fund Balance a 11,536,475 $ 13,584,873 9 14,268,394 $ 15,99s,380 $ 14,120,675 $ 14,015,799
Expenditures $ 23,260,649 $ 24,075,729 7 23,691,912 7 23,628,379 $ 30,621,436 $ 25,055,621
Fund Balance/Expenditures 49% 86% 60% 68% 48% 56.38% Total Revenues $ 24,709,916 $ 26,584,728 $ 25,953,885 $ 26,507,173 $ 29,227,140 $ 26,596,568 Intergovernmental Revenues $ 2,380,298 $ 2,659,323 $ 2,693,860 $ 2,771,990 $ 2,807,749 $ 2,662,644
Percentage Intergovernmental 107. 10% 10% 10% 10% 10.021%,
Overall Municipal Debt Position
5 68,6U7,401 $ 64,393,411 9 106,145,822 5 108,940,000 $ 123,215,3rD Revenue Debt - Enterprise Funds
Revenue Debt - Governmental Funds $ 165,750 $ 156,000 $ 146,250 $ 202,641 $ 189,135
General Obligation Debt - Governmental Funds $ 36,300,000 $ 32,290,000 $ 31,020,0 $ 28,635,000 $ 25,990,000
General Obligation Debt - Enterprise Funds $ - $ - $ -
00
- $
Total General Obligation Debt $ 36,300,000 $ 32,290,000 $ 31,020,000 $ 28,635,000 $ 25,990,000
-
Total Revenue and General Obligation Debt $ 105,273,151 $ 101,039,411 1 $ 137,312,072 $ 137,777,641 $ 149,394,409
3,69% 3.26% 3.163 2.9ltx 255
Tlal lle,enae and GO DebDA.5, 10,69% 10.20% 13.72% 14.01% 14.ht,5
General Obligation Debt Per Capita $4;138 $3,657 53,415 93,152 - $2,869
Total Revenue and GO Debt Per Capita $12,005 $11,287 $15,116 $15,167 $16,488
General Economic and Demographic Data 2011 2012 2013 2014 2015 T Rate
ual Growth
Population 8,773 8,952 9,0841 9,084 9,061 -0.25%
Taxable Assessed Value $ 985,073,129 $ 990,930,238 $ 1,001,066,784 $ 983,623,000 $ 1,005,471,000 2.22% Assessed Value Per Capita j $ 112,285 $ 110,694 $ 110,201 1 $ 108,281 $ 110,967
Top 10 Tax Payers as a % of Assessed Value 7.64% 7.57% 7.57% 7.57% T5
The Borough has not completed its ft,eat year 2015 audit as of the date of the preparation of this table. -
D-1
City and Borough of Sitka
Electric Enterprise Fund
Financial Summary
2011 2012 2013 2014 2015
Assets
Cash 24,320,421 31,450,650 28,803,187 13,505,669 4,447,481
Restricted Assets 6,871,164 3,595,875 21,197,459 18,121,955 21,733,477
Other Assets 5,010,167 7,266,275 13,897,615 11,777,153 7,988,506
Construction in Progress 11,646,987 18,086,724 58,930,539 137,885,040 12,535,308
Utility Plant in Service 63,103,150 61,775,003 59,900,343 59,508,277 217,550,674
Total Assets 110,951,889 122,174,527 182,729,143 240,798,094 264,255,446
Liabilities and Net Assets
Liabilities
Other Liabilities 1,722,772 2,477,182 6,355,564 13,017,817 3,355,323
Revenue Bonds Payable 48,700,000 47,570,000 79,485,000 105,100,000 119,510,000
Deferred loss/premium on bonds 1,471,509 (1,711,547) 5,943,338 6,742,293 6,347,870
Revenue Note(s) Payable 8,800,188 8,535,498 7,973,608 7,973,608 10,050,744
Total Liabilities 60,694,469 56,871,133 99,757,510 132,833,718 139,263,936
Net Assets 50,257,420 65,303,394 82,971,633 107,964,376 124,991,510
Operating Revenues 11,401,523 11,611,319 12,077,554 14,240,772 17,118,321
Operating Expenses
Administrative and General 1,739,698 2,003,768 1,975,492 2,860,066 2,406,734
Operation and Maintenance 5,257,342 5,914,895 5,152,028 4,964,074 7,443,239
Depreciation 1,987,558 1,971,739 1,986,195 1,841,712 1,814,707
Operating Income 2,416,925 1,720,917 2,963,839 4,574,920 5,453,641
Nonoperating revenue (expense)
Investment Income 490,986 459,107 314,600 196,399 313,069
Interest Expense (1,725,198) (2,848,639) (1,678,238) (426,419) (316,203)
Other - 625,748 572,946 812,866 463,877
Net Income before
contributions and transfers 1,182,713 (42,867) 2,173,147 5,157,766 5,914,384
Capital contributions 4,039,237 5,266,050 17,169,455 19,455,106 9,986,217
Extraordinary Item:
Net Pension Obligation Relief 119,824 139,806 325,771 379,871 1,126,533
Transfer In (Out) net - - (998,128) - -
Change In Net Assets 5,341,774 5,362,989 18,670,245 24,992,743 17,027,134
Population of City and
Borough 8,773 8,952 9,084 9,098 9,061
4 of electric customers 5,282 5,309 5,403 5,490 5,683
KwH Sold 111,795,344 111,048,623 111,155,330 111,155,330 105,293,250
Revenue Bond Debt Service 3,477,959 3,467,567 4,529,240 5,045,158 7,158,839
Revenue Bond Coverage (> 1.25) 1.41 1.43 1.27 1.34 1.27
Note: $2,500,000 transferred into Rate Stabilization Fund in FY2015
$2,006,696 transferred out of Rate Stabilization Fund in FY2015
Total of rate Stabilization Fund as of June 30, 2015 -$3,001,304
The Borough has not completed its fiscal year 2015 audit as of the date of the preparation of this table.
D-2
BOROUGH OF SITKA
ENTERPRISE FUND
L SUMMARY
2011 2012 2013 2014 2015
ASSETS
Plant In-Service (net of depreciation) 14,789,299 14122,591 13,550,231 13153,475 20,560,565
Land 90,000 90,000 90,000 90,000 90,000
Construction Work in Progress 20,229 57,838 665,476 7824,365 939,917
Cash 3,733,467 4,735,101 6,599,187 6,616,954 7,595507
Restricted Assets - - 3,615,663 589,166 317,566
Other Assets 1,342,572 1,339,389 1,216,385 1,524898 1036,361
Total Assets 19,975,567 20,344,919 25,736,942 29,798,858 30,539,916
LIABILITIES AND NET ASSETS
Revenue Bonds Payable 0 0 4,569,486 3,840,000 3,705,000
Other Liabilities 1,405,227 1,156,003 1,144,138 1,689,033 1,592,094
Total Liabilities 1,405,227 1,156,003 5,713,624 5,529,033 5,297,094
NET ASSETS 18,570,340 19188,916 20,023,318 24,269,825 25242,822
Operating Revenues 2,854,858 3,154,885 3,096,419 3,164,252 3,365,977
Operation and Maintenance 2,492,110 2,434,329 1,708,210 2,454,599 2,194,755
Administrative and General - - - -
Depreciation 899,956 986,619 668,511 666,074 669,102
Operating Income (Loss) (537,208) (266,063) 719,698 43,579 502,120
Non-Operating Revenue (Expense) 46,509 155,306 156,844 776,434 375,830
Net Income (Loss) Before Contribution (490,699) (110,757) 876,542 820,013 877,949
Capital Contributions 1,690,873 2,549,949 0 3,458,599 122,108
Net Transfers-In (Out) 3,804,600 675,000 (42,141) (32,105) (27,060)
Special item - NPOIOPEB write off
Change in Net Assets 5,004,774 3,114,192 834,401 4,246,507 972,997
Population of City 8,773 8,952 9,084 9,098 9,061
Revenue Bond Coverage No Harbor No Harbor No payments of
Bonds Bonds P&l 5.16 5.31
The Borough has not completed its fiscal year 2015 audit as of the date of the preparation of this table.
-
D-3
CITY AND BOROUGH OF JUNEAU
FINANCIAL SUMMARY
General Governmental Fund
Municipal Financial Position 2011 2012 2013 2014 2015 Average
Property Tax Collections
Borrowers Property Tax Rate per $1,000 $1051 $1055 $10.55 $10.66 $10.76 $10.61
Municipal Levy $40,739,944 $41,751,673 $44,252,019 $45,108,992 $45,852,292 $43,540,984
Current Years Collections $40,329,083 $41,431,682 $43,987,108 $44,818,184 $45,548,172 $43,222,846
Current Collection Rate 98.99% 99,23% 99.40% 99.367. 99.34% 99.267,
Total Year's Collections $40,728,566 $41,721,795 $44,200,111 $45,017,746 $45,548,172 $43,443,278
Total Collection Rate 99.97% 99.93% 99.88% 99.80% 99,347 99.78%
General Fund _____ _____________
Unassigned Plus Emergency Operating Res GASB#54) S 1,729,315 5 3,494II ' 7,494,734 9 17,233,ub'I 9 20,272,312 9 10,053,252
Expenditures $ 50,540,314 7 51,283,781 $ 84,553,473 $ 86,380,150 -F —9-4-75F97-6 $ 73,513,319
Fund Balance/ Expenditures 3.42% 6.79% 8.867 20.01% 21.387 12.09%
Total Revenues - $ 66,008,466 5 50,036,584 $ 88,778,005 $ 97,936,255 $ 98,018,608 $ 80,155,584
Intergovernmental Revenues $ 14,313,000 $ 15,464,700 $ 30,615,700 $ 41,429,692 $ 32,072,000 $ 26,783,018
Percentage Intergovernmental 22% 31% 35% 42% 33% 32.42%
Overall Municipal Debt Position
S 45,235,341547,s79,s32 S 41,92u;3b7S40,050,$5$ Revenue Debt - Enterprise Funds $4b5445
Revenue Debt - Governmental Funds $ 3,599,575 $ 2,861,747 $ 2,091,457 $ 6,807,086 $ 26,972,320
General Obligation Debt - Governmental Funds $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000
General Obligation Debt - Enterprise Funds - - - - -
Total Ceneral Obligation Debt $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000
Total Revenue and General Obligation Debt $ 197,108,916 $ 179,987,429 $ 175,382,524 FT 168,965,994 8 180,722,763
Governmental GO Debljl'axable Assessed Value 3.7TY.1 3.25;, 3.07%
Total Revenue and GO Debt/A.V, 4.94% 4.42%1 4.10% 3,84% 4.032
Generai Obligation Debt Per Capita 54,742 64,113 4,023 $3,690 $3,492
Total Revenue and GO Debt Per Capita $6,102 $5,548 $5,370 $5,116 1 $5,472
General Economic and Demographic Data 2011 2012 2013 2014 2015 Annual
Population 31,215
Taxable Assessed Value $ 3,989,344,944
Assessed Value Per Capita $ 127,557
Top lO Tax Pavers asa% of Assessed Value 13.78%
.32,44i 32,600 33,030 33,026 -0.017,
$ 4,071,713,732 $ 4,275,067,217 $ 4,379,714,933 $ 4,484,327,332 2.39%
$ 125,511 $ 130,896 $ 132,598 $ 135,782
13.73%
-
13.82% 13,61%-13.61%1
'4
CITY AND BOROUGH OF JUNEAU
HARBOR ENTERPRISE FUND
FINANCIAL SUMMARY
2011 2012 2013 2014 2015
ASSETS
Plant In-Service (net of depreciation) $13,827,335 $12,844,129 $11,875,368 $14,325,870 $17,517,553
Construction Work in Progress 29,889,294 33,499,769 42,397,974 40,419,697 50,214,768
Cash 4,728,522 4,660,755 3,466,374 4,030,992 3,975,676
Restricted Assets 10,702,703 11,196,479 10,946,328 10,554,614 9,581,172
Other Assets 764,741 847,869 543,407 679,907 1,718,645
Total Assets 59,912,595 63,049,001 69,229,451 70,011,080 83,007,814
LIABILITIES AND NET ASSETS
Revenue Bonds Payable 9,700,000 9,691,595 9,380,434 9,033,637 9,758,734
Other Liabilities 2,110,290 2,140,909 1,401,365 2,050,500 3,1 05,738
Total Liabilities 11,810,290 11,832,504 10,781,799 11,084,137 12,864,472
NET ASSETS 48,102,305 51,216,497 58,447,652 58,926,943 70,143,342
Operating Revenues 2,854,858 3,154,885 3,173,272 3,508,430 4,202,862
Operation and Maintenance 2,492,110 2,434,329 2,498,178 2,814,717 3,347,050
Administrative and General - - - - -
Depreciation 899,956 986,619 968,761 1,003,707 1,150,701
Operating Income (Loss) (537,208) (266,063) (293,667) (309,994) (294,889)
Non-Operating Revenue (Expense) 46,509 155,306 (214,686) 128,433 501,698
Net Income (Loss) Before Contribution (490,699) (110,757) (508,353) (181,561) 206,809
Capital Contributions 1,690,873 2,549,949 7,392,466 660,852 5,788,674
Net Transfers-In (Out) 3,804,600 675,000 500,000 0 6,224,425
Special item - NPO/OPEB write off
Change in Net Assets 5,004,774 3,114,192 7,384,113 479,291 12,219,908
Population of City 31,275 32,441 32,660 33,064 33,064
Revenue Bond Coverage 1.19 1.79 1.21 1.67 2.60
D-5
CITY AND BOROUGH OF JUNEAU
PORT DEVELOPMENT SPECIAL REVENUE FUND
FINANCIAL SUMMARY
2011 2012 2013 2014 2015
Plant In-Service (net of depreciation)
Construction Work in Progress
Cash
Restricted Assets
Other Assets
Total Assets
LIABILITIES AND NET ASSETS
Revenue Bonds Payable
Other Liabilities
Total Liabilities
NET ASSETS
Operating Revenues
Operation and Maintenance
Administrative and General
Depreciation
Operating Income (Loss)
Non-Operating Revenue (Expense)
Net Income (Loss) Before Contribution
Capital Contributions
Net Transfers-In (Out)
Chanqe in Net Assets
4,428,233 (208,085) (252,013) 71,012 2,709,760
314,814 269,712 484,639 294,257 408,137
4,743,047 61,627 232,626 365,269 3,117,897
- - 151,020 349,585 642,980
- - 151,020 349,585 642,980
4,743,047 61,627 81,606 15,684 2,474,917
2,557,851 2,634,080 2,825,479 2,864,578 2,868,633
2,800 5,500 5,500 5,500 5,500
2,628,580 2,555,051 2,819,979 2,859,078 2,863,133
2,555,051 2,628,580 2,819,979 2,859,078 2,863,133
(1,500,000) (7,310,000) (2,800,000) (2,925,000) (403,900)
1,055,051 (4,681,420) 19,979 (65,922) 2,459,233
lation of City 31,275 32,441 32,660 33,064 33,064
IRM
City and Borough of Juneau
Conduit Debt
WILDFLOWER COURT (A not for profit organziation)
FINANCIAL SUMMARY
2011 2012 2013 2014 2015
Audited Audited Audited Audited Audited
ASSETS
Plant In-Service 4,909,305 4,620,999 4,734,678 3,771,100 3,082,979
Cash 1,582,128 1,752,043 1,437,085 1,970,693 1,958,157
Restricted Assets 1,707,402 2,170,928 1,489,365 1,450,054 1,437,448
Other Assets 1,399,517 1,444,749 1,786,787 1,267,699 1,389,728
Total Assets 9,598,352 9,988,719 9,447,915 8,459,546 7,866,310
LIABILITIES AND NETASSETS
Bond Debt 13,050,000 11,705,000 11,596,229 10,204,712 81688,824
Other Liabilities 904,428 2,052,663 1,132,323 996,579 1,012,833
Total Liabilities 13,954,428 13,757,663 12,728,552 11,201,291 9,701,657
NET ASSETS (DEFICIT) (4,356,076) (3,768,944) 3,280,837 (2,741,745) (1,835,347)
Operating Revenues 10,859,195 10,841,324 11,057,791 11,447,862 11,445,168
Operating Expenses 9,894,353 9,594,317 9,666,530 9,961,681 9,745,914
Depreciation 832,579 780,765 935,669 1,008,253 841,433
Operating Income (Loss) 132,263 466,243 455,592 477,928 857,821
Non-Operating Revenue (Expense) 61,553 120,890 32,713 60,954 48,577
Change in Net Assets 193,816 587,132 488,305 538,892 906,398
Revenue Bond Coverage 1.33 1.32 1.12 1.10 1.18
In 2013 and 2014, Wildflower Court fell short of the required debt service coverage ratio of 1.15 times.
Pursuant to the loan agreement between the City and Borough of Juneau and Wildflower Court,
Wildflower Court worked with the City and Borough to identify measures to return the facility to
compliance with the required debt service coverage ratio in 2015.
D-7
2011 2012 2013 2014 2015
ASSETS
Plant In-Service (net of depreciation) $72,772,410 $74,566,327 $74,002,798 $69,208,456 $63,710,212
Construction Work in Progress 6,866,781 6,202,224 2,826,314 228,425 3,647,565
Cash 14,990,308 17,386,169 26,113,833 38,596,921 44,834,531
Restricted Assets 10,160,114 6,549,498 5,490,768 5,327,673 5,327,519
Other Assets 23,011,263 23,462,113 25,230,206 20,528,164 23,810,042
Total Assets 127,800,876 128,166,331 133,663,919 133,889,639 141,329,869
LIABILITIES AND NET ASSETS
Revenue Bonds Payable 25,570,000 24,926,795 25,304,679 24,346,618 24,346,618
Other Liabilities 11,391,053 8,999,867 8,829,067 11,033,875 46,306,102
Total Liabilities 36,961,053 33,926,662 34,133,746 35,380,493 70,652,720
NET ASSETS 90,839,823 94,239,669 99,530,173 98,509,146 70,677,149
Operating Revenues 90,680,836 95,026,373 84,250,207 80,198,274 90,281,184
Operation and Maintenance 83,883,389 89,411,913 76,967,444 78,820,476 92,676,249
Administrative and General - - - - -
Depreciation 6,552,177 7,145,290 7,001,295 7,086,559 6,815,728
Operating Income (Loss) 245,270 (1,530,830) 281,468 (5,708,761) (9,210,793)
Non-Operating Revenue (Expense) 1,579,634 3,306,366 4,119,820 3,610,234 14,405,416
Net Income (Loss) Before Contribution 1,824,904 1,775,536 4,401,288 (2,098,527) 5,194,623
Capital Contributions 89,002 471,910 134,658 0 0
Net Transfers-In (Out) 1,152,600 1,152,400 1,123,000 1,077,500 1,054,500
Special item - NPO/OPEB write off
Change in Net Assets 3,066,506 3,399,846 5,658,946 (1,021,027) 6,249,123
Population of City 31,275 32,441 32,660 33,064 33,064
Revenue Bond Coverage 3.63 3.00 7.34 2.50 8.97
Minsula Boruugh - General Fui
Ob0g0on FInncI Summary
1,37-2 5 2013Lo34 --
Ge1Ob1iti D,t mm11 Fui4
liLrni Db1 En5p Fd
Totil Ob1toDtt
5 5
S S
5 33,9000k2 5 20230,0O0
S S
S 3310000 S 30,230,000
& 3)000 S 300,000
;20= S 45,053,000 5 41520,000
5peGO Ubt/ AdV1 (ov) o&J go. 0.00.
To0v,r d0X2D,btA.V.(rnv3 0.53'J Q.4I 0!0' 0.65 '-.
-
- -- -
To Debt 1'Cpit4 56121 55361 5233 5792 $732
Gr1 Fx.o.wk d Dtgiphic DAA 2*11 2012 1 2013 2011 2025 A.1Gov'ih
Popk6o 55,400 56,360 36,756 56,862 1 57,147 05*
5 6,293,5313101 5 6,633241,000 5 6,716,0103100 5 6,960,196,000 5 6,932,143,000
$ ffl,107 S 317,675 5 113,331 15 132403 5 -- 121,305
'fT3 AVI 55.23', 54-35', 16-50'. 37,25', 37,03',
(1) 2013014 I,Ü2V13 dVued V.lirrr A trUe
er Otr A oflA(613,055453, 0&Utr,323 red 14,341023 3teh'14r
to rret'e rertood breteo1hootht,d
IM,
Central Peninsula General Hospital
FINANCIAL SUMMARY
211 2212 2013 2014 2015
ASSETS
Capital Assets (net of depreciation) $67842931 $64,853,893 $69,429,959 $71387990 $93151047
Cash 21,700,302 27,803,487 35,197,813 35508,443 37,638,411
Cash held for Plant Replacement 10,097,241 11421,461 11322,729 16,447,887 18,838,950
Restricted Assets 3,584,121 633,493 500,000 4,693,402 5069,037
Unspent bond proceeds 31,275,450 18.468,485
Other Assets 19,105,718 29,383,574 29863,006 32,652,905 38,942,891
Total Assets 122,330,313 134,095.908 146,313,507 191966,077 212.108821
LIABILITIES AND NETASSETS
Revenue Bonds Payable - - - 32,490.000 33,890,000
GO Bonds Payable 35,990,000 32,255,000 30,130,000 27,905,000 25,670,000
Other Liabilities 10,965,610 18,041,771 18,176,258 20,336,761 24,137,535
Total Liabilities 46,955,610 50,296,771 48,306,258 80,731,761 83,697,535
NET ASSETS 75,374,703 83,799,137 98,007,249 111234,316 128,411,286
Operating Revenues 101,279,075 116,849,605 123,951.269 126,713,712 144,009,565
Operating Expenses 86,771,449 99,255,770 102,247.165 104,364,018 117,067,440
Depreciation 8,056,595 8,004,562 7,959,305 8,066,688 8,471,959
Operating Income (Loss) 6,451,031 9,589.273 13,744,799 14,283.006 18,470,166
Non-Operating Revenue (Expense) (1,105,595) (808,253) (1,541,657) (1,070,583) (1,300,456)
Net Income (LOSS) Before Contribution 5,345,436 8,781,020 12,203,142 13,212,423 17,169,710
Capital Contributions 212,945 52,843 2,004,970 14,644 7,260
Change in Net Position 5,558,381 8,833,863 14,208,112 13,227,067 17,176,970
D-1O
LOAN AGREEMENT
AGREEMENT, dated as of the 1st day of September 2003, between the Alaska
Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an
instrumentality of the State of Alaska (the "State") exercising public 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 Aleutians East Borough, Alaska, a duly constituted second class borough of the
State (the "Borough"):
WI TN E S S ETH:
WHEREAS, pursuantto the Act, the Bank is authorized to make loans of money (the
"Loan" or "Loans") to governmental units; and
WHEREAS, the Borough is a Governmental Unit as defined in the General Bond
Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to
accept a Loan from the Bank to be evidenced by its municipal bond purchased by the Bank;
and
WHEREAS, the Borough is desirous of borrowing money from the Bank in the
amount of $21,125,000 and has submitted an application to the Bank for a Loan in the
amount of $21,125,000, and the Borough has duly authorized the issuance of its fully
registered bond in the aggregate principal amount of $21,125,000 (the "Municipal Bond"),
which bond is to be purchased by the Bank as evidence of the Loan in accordance with this
Agreement; and
WHEREAS, the application of the Borough contains the information requested by
the Bank; and
WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from
time to time money with which to make Loans, the Bank has adopted the General Bond
Resolution on May 27, 1976, as amended (the "General Bond Resolution"), and a Series
Resolution adopted on August 25, 2003 (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.
NOW, THEREFORE, the parties agree:
1. The Bank hereby makes the Loan and the Borough accepts the Loan in the
principal amount of $21,125,000. As evidence of the Loan made to the Borough and such
money borrowed from the Bank by the Borough, the Borough hereby sells to the Bank the
Municipal Bond in the principal amount, with the principal and interest installment
payments, representing the principal amounts and maturity dates and the interest-rates per
annum stated in Exhibit "A" appended hereto. For purposes of this Loan Agreement, the
interest on the Municipal Bond will be computed without regard to the provision in Section
7 hereof for the Borough to make funds available to the Trustee acting under the General
Bond Resolution for the payment of principal and interest at least seven business days prior
to each respective principal and interest payment date.
2. The Borough represents that it has duly adopted or will adopt all necessary
ordinances or resolutions, including Ordinance No. 98-1 passed by the Borough Assembly
on October 7, 1997, Ordinance No. 03-02 passed by the Borough Assembly on May 19,
2003 and Resolution No. 04-03 passed by the Borough Assembly on August 22, 2003
(together, the "Borough's Ordinance"), 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
Bank and that the Municipal Bond will constitute a general obligation bond and the full faith
and credit of the Borough will be pledged for payment of the principal of, and interest on,
the Municipal Bond.
3. 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
(the "Municipal Bond Interest Payments") shall be computed at the same rate or rates of
interest borne by the corresponding maturities of 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, unless required under Section 7 hereof to be paid at least seven
business days before the interest payment date, shall be paid by the Borough in such
manner and at such times so as to provide funds sufficient to pay interest as the same
becomes due on the Loan Obligation.
4. The amounts to be paid by the Borough pursuant to this Loan Agreement
representing principal due on its Municipal Bond (the "Municipal Bond Principal
Payments"), unless required under Section 7 hereof to be paid at least seven business
days before the maturity date, shall be scheduled by the Bank in such manner and at such
times (notwithstanding the dates of payment as 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 "A" appended hereto.
5. In the event the amounts referred to in Sections 3 and 4 hereof to be paid by
the Borough pursuant to this Loan Agreement are not made available at any time specified
herein, the Borough agrees that any money payable to it by any department or agency of
the State may be withheld from it and paid over directly to the Trustee acting under the
General Bond Resolution, and this Loan Agreement shall be full warrant, authority and
direction to make such payment upon notice to such department or agency by the Bank,
with a copy provided to the Borough, as provided in the Act.
AMBBIGeneral Obligation Bonds, 2003 Series E
Loan Agreement - AEB
I\0ocs\37421684\Loan Agreement ASS v3.wpd Page 2
6. In the event Loan Obligations have been refunded and the interest rates the
Bank is required to pay on its refunding bonds in any year are less than the interest rates
payable by the Borough on the Municipal Bond for the corresponding year pursuant to the
terms of the Municipal Bond, then both the Municipal Bond Interest Payments and the
Municipal Bond Principal Payments will be adjusted in such a manner that (i) the interest
rate paid by the Borough on any principal installment of the Municipal Bond is equal to the
interest rate paid by the Bank on the corresponding principal installment of Bank's
refunding bonds and (ii) on a present value basis the sum of the adjusted Municipal 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 a refunding of Loan Obligations, the Bank shall present
to the Borough for the Borough's approval, a revised schedule of principal installment
amounts and interest rates for the Municipal Bond. If approved by the Borough the revised
schedule shall be attached hereto as Exhibit "A" and incorporated herein in replacement
of the previous Exhibit "A" detailing said principal installment amounts and interest rates.
7. The Borough is obligated to pay to the Bank Fees and Charges. Such Fees
and Charges actually collected from the Borough shall be in an amount sufficient, together
with the Borough's Allocable Proportion of other money available therefor 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 the State or any agency or instrumentality thereof and amounts applied
therefor from amounts transferred to the Operating Fund pursuant to paragraph (3) of
Section 603 of the General Bond Resolution:
(a) to pay, as the same become due, the Borough's Allocable Proportion of the
Administrative Expenses of the Bank; and
(b) to pay, as the same become due, the Borough's Allocable Proportion of the
fees and expenses of the Trustee and paying agent for the Loan Obligations.
The Borough's Allocable Proportion as used herein shall mean the proportionate
amount of the total requirement in respect to which the term 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 Bank. The waiver by the Bank of any fees payable pursuant to this Section 7 shall
not constitute a subsequent waiver thereof.
During any period where the Borough's Allocable Proportion of the fees and
expenses of the Trustee and paying agent for the Loan Obligations is reduced in
consideration of the Borough so making funds available, the Borough shall make funds
available to the Trustee for each Municipal Bond Interest Payment and Municipal Bond
AMB 6/General Obligation Bonds 2003 Series E
Loan Agreement- AEB
1:\Docs137421e84\Loan Agreement ASS vS.Wpd Page 3
Principal Payment at least seven business days before the respective principal or interest
payment date.
8. The Borough is obligated to make the Municipal Bond Principal Payments
scheduled by the Bank. The first such Municipal Bond Principal Payment is due on the
date indicated on Exhibit "A" appended hereto, and thereafter on the anniversary thereof
each year. The Borough is obligated to make the Municipal Bond Interest Payments
scheduled by the Bank on a semi-annual basis commencing on the date indicated on
Exhibit "A" appended hereto, and to pay any Fees and Charges imposed by the Bank
within 30 days after receiving the invoice of the Bank therefor.
9. The Bank shall not sell and the Borough shall not redeem prior to maturity any
portion of the Municipal Bond in an amount greater than the Loan Obligations which are
then outstanding and which are then redeemable, and in the event of any such sale or
redemption, the same shall be in an amount not less than the aggregate of (i)the principal
amount of the Municipal Bond (or portion thereof)to be redeemed, (ii) the interestto accrue
on the Municipal Bond (or portion thereof) to be redeemed to the next 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) the cost 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 at least 50 days' notice of intention to redeem its Municipal
Bond.
In the event the Loan Obligation with respect to which the sale 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 Obligation were issued
in a 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 (i) above shall be
the principal amount of such refunding bonds outstanding.
In the event the Loan Obligation has been 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 Obligation, 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 Obligation has 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 Obligation is to be redeemed, shall be the applicable premium, if any, on the Loan
Obligation to be redeemed.
AMBB/General Obligation Bonds 2003 Series E
Loan Agreement AEB
1:10acs7421684tLoao Agreement AEB v3.wpd Page 4
Nothing in this Section shall be construed as preventing the Borough from refunding
the Municipal Bond in exchange for a new Municipal Bond in conjunction with a refunding
of the Loan Obligation.
10. Simultaneously with the delivery of the Municipal Bond to the Bank, the
Borough shall furnish to the Bank evidence satisfactory to the Bank which shall set forth,
among other things, that the Municipal Bond will constitute a valid general obligation of the
Borough.
11. Invoices for payments under this Loan Agreement shall be addressed to the
Aleutians East Borough, P.O. Box 349, Sand Point, Alaska 99661, Attention: Borough
Administrator. The Borough shall give the Bank and 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. 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:
(a) Any representation, warranty or other statement made by the Borough to the
Bank in connection with its application to the Bank for a Loan shall be incorrect or
incomplete in any material respect.
(b) The Borough has violated commitments made by it in the terms of this Loan
Agreement.
(c) The financial position of the Borough has, in the opinion of the Bank, suffered
a materially adverse change between the date of this Loan Agreement and the scheduled
time of delivery of the Municipal Bond to the Bank.
13. The obligation of the Bank under this Loan Agreement is contingent upon
delivery of its 2003 Series E General Obligation Bonds (the "2003 Series E Bonds") and
receipt of the proceeds thereof.
14. The Borough agrees that it will provide the Bank with written notice of any
default in covenants under the Borough's Ordinance within 30 days from the date thereof.
15. The 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
become subject to federal income taxes in addition to federal income taxes to which
interest on such Municipal Bond is subject on the date of original issuance thereof.
AMBBR3eneral Obligation Bonds, 2003 Series S
Loan Agreement - AEB
l:\0ocs\37421684\Loar Agreement AEB v3.wpd Page 5
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 to constitute a "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 be an "arbitrage bond" subject to taxation by reason
of Section 148 of the Code. So long as the Municipal Bond is outstanding, the Borough,
with respect to the proceeds of the Municipal Bond, shall comply with all requirements of
said Section 148 and 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.
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 from
the Borough's use or investment of the proceeds of the Municipal Bond.
16, The Bank shall cause to be prepared an Official Statement (the "Official
Statement") for the 2003 Series E Bonds. The Borough shall provide promptly to the Bank
the information concerning the Borough and the Municipal Bond (the "Municipal
Information') (i) that the Bank requests for inclusion in the Official Statement, or (ii) that the
Borough considers to be material to the purposes for which the Official Statement is to be
used.
As a condition to the payment of the amount of the Loan or any portion thereof, the
Borough shall provide to the Bank a certificate, dated the date of issue of the 2003 Series
E Bonds, of an authorized officer of the Borough that the Municipal Information consists
of fair and accurate statements or summaries of the matters therein set forth and such
information does not contain any untrue statement of material fact or omit to state a
material fact that should be stated therein for the purposes for which it is to be used or that
is necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading in any material respect; and (ii) to the best knowledge of such
officer, no event affecting the Borough has occurred since the date of the Official Statement
that should be disclosed in the Official Statement for the purposes for which it is to be used
or that it is necessary to disclose therein in order to make the statements and information
therein not misleading in any material respect.
The Borough will undertake in the Disclosure Certificate for the benefit of the
Beneficial Owners of the 2003 Series E Bonds to provide or cause to be provided to each
nationally recognized municipal securities information repository ("NRMSIR") and to a state
information depository ("SID"), if one is established in the State, historical financial
information and operating data of the type found in Appendix D to the Official Statement
as required by Rule 15c2-12(b)(5) of the Securities and Exchange Act of 1934, as the same
may be amended from time to time (the "Rule"). The Borough will provide to each NRMSIR
or to the Municipal Securities Rulemaking Board, and to the SID, timely notice of a failure
AMB B/General Obligation Bonds, 2003 Series B
Loan Agreement- ABS
i:\0ocBt37421664\Loas Agreement ABS v3.wpd Page 6
by the Borough to provide required annual financial information on or before the date
specified below. The annual financial information that the Borough will provide will consist
of annual financial statements for the Borough, prepared in accordance with generally
accepted accounting principles, as such principles may be changed from time to time and
the information set forth in the Continuing Disclosure Certificate of the Borough and dated
September 30, 2003; and will be provided not later than six months after the end of each
fiscal year of the Borough, as such fiscal year may be changed from time to time,
commencing with the Borough's fiscal year ending June 30, 2003.
17. 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 remaining provisions of this Loan Agreement and this Loan Agreement shall be
construed and enforced as if such invalid or unenforceable provision had not been
contained herein.
18. 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 other actions as are necessary, to give effect to the terms
of this Loan Agreement.
19. No waiver by either party of any term or condition of this Loan Agreement
shall be deemed or construed as a waiver of any other term or condition hereof, nor shall
a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any
subsequent breach, whether of the same or of a different section, subsection, paragraph,
clause, phrase or other provision of this Loan Agreement,
20. In this Loan Agreement, unless otherwise defined herein, all capitalized terms
which are defined in Article I of the General Bond Resolution shall have the same
meanings, respectively, as such terms are given in Article I of the General Bond Resolution.
21. This Loan Agreement merges and supersedes all prior negotiations,
representations and agreements between the parties hereto relating to the subject matter
hereof and constitutes the entire agreement between the parties hereto in respect thereof.
AMB B/General Obligation Bonds, 2003 Series E
Loan Agreement - AEB
iA0ocs37421684\Loan AeementAEB v3wpd Page 7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
ALASKA MUNICI PAL BOND BANK
f S E A L
By ____________________
N MI CH
E ecutiv Director
ALEUTIANS EAST BOROUGH
By
STANLEY ,MACK
Borough FvYayor
AMSS/General ObHgatJDn Bonds 2003 $efles B
Loan Agreement - AES
I:t0o3742I884L0ehAn9DrflnfltAE8.WPd Page 8
EXHIBIT "A" TO LOAN AGREEMENT BETWEEN THE
ALEUTIANS EAST BOROUGH, ALASKA, AND
THE ALASKA MUNICIPAL BOND BANK
Aleutians East Borough, Alaska
School, Marine and Other Transportation
General Obligation Bonds 2003
Principal Date Principal Interest
(December 1) Amount Rate
2010 $30,000 3.50%
2011 140,000 4.00
2012 210,000 4.00
2013 245,000 4.00
2014 275,000 4.00
2015 555,000 5.00
2016 725,000 4.50
2017 850,000 5.125
2018 940,000 5.00
2019 1,005,000 5.25
2020 1,070,000 5.25
2021 1,140000 5.25
2022 1,475,000 5.25
2023 1,705,000 5.25
2026 6,065,000 5.25
2028 4,695,000 5.00
The Bonds shall mature on December 1 in each of the years, and in the principal amounts set forth above.
Interest on the Bonds shall be payable on June 1, 2004, and thereafter on June 1 and December 1 of each
year.
OPTIONAL REDEMPTION: The Bonds maturing on or after December 1, 2014, are subject to redemption
in whole or in part atthe option of the Borough on any date on or after December 1, 2013 at price of 100%
of the principal amount thereof to be redeemed plus accrued interest to the date fixed for redemption.
AMB B/General Obligation Bonds, 2003 Series B
Loan Agreement - Exhibit A
ll0ocs131421684\Lpan Agreement ASS v3.wpd Page A-I
MANDATORY REDEMPTION: The term bond maturing on December 1, 2026 is subject to mandatorysinking
fund redemption on December 1 of the years and in the principal amounts set forth in the following table. Any
such redemption shall beat a price equal to 100% of the principal amount to be redeemed plus accrued and
unpaid interest thereon to the date fixed for redemption, but without premium.
Year Principal
(December 1) Amount
2024 $1,880,000
2025 2,025,000
2026* 2,160,000
* Final Maturity
MANDATORY REDEMPTION: The term bond maturing on December 1,2028 issubjectto mandatory sinking
fund redemption on December 1 of the years and in the principal amounts set forth in the following table. Any
such redemption shall be at a price equal to 100% of the principal amount to be redeemed plus accrued and
unpaid interest thereon to the date fixed for redemption, but without premium.
Year Principal
(December 1) Amount
2027 $2,290,000
2028* 2,405,000
* Final Maturity
AMBEIGeneral Obligation Bonds, 2003 S9TI9S E
Loan Agreement - Exhibit A
I:\Oocs\374218841Lori Agreement AEB v3.wpd Page A-2
THIS AMENDATORY LOAN AGREEMENT, dated as of the 1st day of April 2007,
between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic
constituted as an instrumentality of the State of Alaska (the "State") exercising public 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 Aleutians East Borough, Alaska, a duly constituted second class
borough of the State (the "Borough"):
WITNESSETH:
WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and make
loans of money ("Loans") to governmental units; and
WHEREAS, pursuant to a resolution entitled "A Resolution Creating And
Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank; Providing For The
Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of
And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof,"
adopted July 13, 2005 (the "2005 General Bond Resolution"), a series resolution entitled
"A Series Resolution Authorizing the Issuance of General Obligation Refunding Bonds
2007 Series Two of the Alaska Municipal Bond Bank," adopted November 30, 2006 (the
"Series Resolution," and together with the 2005 General Bond Resolution, the
"Resolution"), the Bank issued its General Obligation Refunding Bonds, 2007 Series Two
(the "2007 Series Two Bonds"); and
WHEREAS, the Borough is a Governmental Unit as defined in the Resolution, and
pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its
municipal bonds purchased by the Bank; and
WHEREAS, the Bank made a Loan to the Borough from the proceeds of the Bank's
General Obligation Bonds, 2003 Series E ("2003 Series E Bonds") in the amount of
$32,020,000, evidenced by a Loan Agreement dated as of September 1, 2003 (the "Loan
Agreement") between the Bank and the Borough, and by the School, Marine, and Other
Transportation General Obligation Bonds 2003 of the Borough, dated September 30, 2003
(the "Municipal Bonds") and purchased by the Bank; and
WHEREAS, the Bank has determined that refunding a portion of the 2003 Series
E Bonds will reduce the combined principal and interest payments thereon and on the
Municipal Bonds; and
WHEREAS, pursuant to the 2005 General Bond Resolution the Bank adopted the
Series Resolution authorizing the issuance of bonds to refund a portion of the 2003 Series
E Bonds (the "Refunding 2003 Series E Bonds"); and
WHEREAS, to effectthe proposed refunding and resulting debt service savings on
the 2003 Series E Bonds and the Municipal Bonds, and to conform the terms of the Loan
Agreement to the current practices of the Bank, it is necessary to amend the terms of the
Loan Agreement and the Municipal Bonds as provided herein; and
NOW, THEREFORE, the parties agree as follows:
1. The Bank will refund a portion of the outstanding 2003 Series E Bonds as
provided in the Series Resolution. The amounts of the principal installments of the
Municipal Bonds corresponding to the refunded maturities of the 2003 Series E Bonds, and
the interest payable thereon, shall be adjusted pro rata in accordance with the debt service
payable on the Refunding 2003 Series E Bonds. The Municipal Bonds henceforth shall
mature in the principal amounts and bear interest at the rates per annum as stated on
Exhibit A appended hereto.
2. Section 16 of the Loan Agreement is amended to include the following:
The Borough agrees that if it is one of the Governmental Units that has a ten
percent or greater amount of outstanding bonds held by the Bank under its 2005 General
Bond Resolution (I) it shall execute and delivery to the Bank a continuing disclosure
certificate which will cause the Borough to provide to each Nationally Recognized Municipal
Securities Information Repository and to a State Information Depository, if one is
established in the State, annual financial information and operating data as required by
Rule 15c2-12(b)(5) of the Securities and Exchange Commission Act of 1934 (the "Rule")
until the final maturity date of the Municipal Bonds or as otherwise notified by the Bank.
Annual financial and operating data shall include annual financial statements of the
Borough, prepared in accordance with generally accepted accounting principles, as such
principles may be changed from time to time, and information generally of the type
included in Appendix D of the Official Statement and attached hereto as Exhibit B.
The Bank shall notify the Borough if it determines the Borough is one of the Governmental Units that has a ten percent or
greater amount of outstanding bonds held by the Bank under its 2005 General Bond Resolution and will prepare the necessary
continuing disclosure certificate for execution by the Borough.
AMBB/General Obligation Bonds, 2007 Series Two
Amendatory Loan Agreement - AEB
l:\10ocs137421705.Amndatory Agreement - ACB 2003.wpd Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan
Agreement as of the date first set forth above.
ALASKA MUN1frCtPAL/OND BANK
[SEAL]
DEWEN J. MITCHELL
Eócutive Director
ALEUTIANS EAST BOROUGH, ALASKA
STAN LE t,M ACK
Mayor
ATTEST:
1\
TINA ANDERSON
Borough Clerk
AMBB/General Obligation Bonds, 2007 Series Two
Amendatory Loan Agreement- AEB
I:10Ocs137421705\Amendatory Agreement- AEB 2003.wpd Page 3
VAUIjIAl !uI!iI
Aleutians East Borough, Alaska
Aleutians East Borough, School, Marine, and Other Transportation General Obligation
Bonds 2003
Principal Sum of $2,180,000
Principal Payment Date
(December 1)
2010
2011
2012
2013
2014
2015
2016
Principal Interest
Amount Rate
$30,000 3.50%
140,000 4.00
210,000 4.00
245,000 4.00
275,000 4.00
555,000 5.00
725,000 4.50
AMBB/Genera! Obligation Bonds, 2007 Series Two
Amendatory Loan Agreement - AEB
:\Docs\37421705Amendatory Agreement - AEB 2003.wpd A-i
Aleutians East Borough, School, Marine, and Other Transportation General Obligation
Refunding Bond, 2007
Principal Sum of $20,220,000
Principal Payment Date Principal Interest
(December 1) Amount Rate
2007 $25,000 3.75%
2008 25,000 3.75
2009 30,000 3.75
2010 30,000 3.75
2011 120,000 3.75
2012 125,000 4.00
2013 130,000 4.00
2014 135,000 4.00
2015 75,000 4.00
2016 80,000 4.00
2017 925,000 4.00
2018 1,015,000 5.00
2019 1,085,000 5.00
2020 1,150,000 5.00
2021 1,215,000 4.00
2022 1,535,000 4.00
2023 1,755,000 4.50
2024 1,910,000 4.125
2025 2,040,000 4.50
2026 2,160,000 4.50
2027 2,275,000 4.50
2028 2,380,000 4.50
Redemption Terms: The Bonds maturing on or after December 1, 2017 are subject to
redemption in whole or in part at the option of the Borough on any date on or after
December 1, 2016 at a price of 100% of the principal amount thereof to be redeemed plus
accrued interest to the date of redemption.
AMBB/Ganeral Obligation Bonds, 2007 Serbs Two
Amendatory Loan Agreement - AEB
IADocs\37421 7O5Ameridatoy Agreement . AEB 2003.wpd
II
AMBB/Goneral Obligation Bonds, 2007 Series Two
Amendatory Loan Agreement - AEB
l:\Dots\374217O5'AmendatOry Agreen1en - AEB 2003wpd -
CITY OF KETCHIKAN
KETCHIKAN PUBLIC UTILITIES ENTERPRISE FUND
FINANCIAL SUMMARY
2005 2004 2003 2002
Audited Audited Audited Audited
ASSETS
Utility Plan In-Service $65655049 $66,742,145 $67,621,026 $70915742
Construction Work in Progress 2,147,195 1,838,196 30,078,405 12,211,495
Cash 15,601,381 14,973,617 14,766,191 12,885,250
Restricted Assets 3,731,971 3653,916 8,433,752 18,175,772
Other Assets 6,770,815 6,496,443 7,552,144 6,646,446
Total Assets 93,906,411 93,704,317 128,451,518 120,834,705
LIABILITIES AND NET ASSETS
Revenue Bonds Payable 22,475,000 23,960,000 26,060,000 27,710,000
Other Liabilities 3,444,420 2,990,668 7,690,314 16,067,212
Total Liabilities 25,919,420 26,950,668 33,750,314 43,777,212
NET ASSETS 67986,991 66,753,649 94,701,204 77,057,493
Operating Revenues 27,691,757 27,180,231 27,744,410 26,240,240
Operation and Maintenance 13,974,313 14,674,171 14,604,369 14,799,604
Administrative and General 5,106,907 5,139468 4,452,846 4,393,991
Depreciation 6,248,245 6,113,112 5,971,682 6,238,429
Payment in Lieu of Taxes 650,000 650,000 650,000 650,000
Operating Income (Loss) 1,712,292 403,480 2,065,513 158,216
Non-Operating Revenue (Expense) (736,471) (1,139,856) (1,183,143) (1,504,093)
Net Income (Loss) Before Contribution 975,821 (736376) 882,370 (1,345,877)
Contributions 257,521 1,099,417 16,761,341 2,661,328
Transfer of Net Assets - Swan
Lake -Lake Tyee Intertie Project (28310,596)
Change in Net Assets 1,233,342 (27,947,555) 17,643711 1,315,451
Population of Service Area * 13,125 13,093 13,685 13,683
Population of City 7,665 7,691 8,002 7,845
# of Electric Customers 7,202 7,161 7,178 7,171
#of Telephone Access Lines 9,840 10,131 10,653 11,259
# of Water Customers 2,928 2,905 2,851 2,847
Revenue Bond Coverage 3.33 2.22 3.02 1.85
* Water is only provided within the City
D-1
CITY OF KETCHIKAN
PORT FINANCIAL SUMMARY
November 30
2006 2005 2004 2003 2002
Unaudited Audited Audited Audited Audited
ASSETS
Cash $5,092,853 $7,066,674 $5,121,067 $2,895,450 $2,163,498
Port Facilities (net) 9184,461 9,762409 10072,444 10,282,618 9,737,592
Construction Work in Progress 24,963,293 1,632,135 2,686,197 2,276353 358,350
Restricted Assets 21324,432
Other Assets 41,405 47,113 99,752 129,455 95,360
Total Assets 60,606,444 18,508,331 17,979,460 15,583,876 12,354,800
LIABILITIES AND NET ASSETS
General Obligation Bonds payable 1,685,000 1,880,000 2,065,000 2,245,000 2,415,000
Revenue Bonds Payable 38,500,000
Other Liabilities 3,070,898 3,759,032 2,541,005 3,261,400 114,355
Total Liabilities 43,255,898 5,839,032 4,606,005 5,506,400 2,529,355
NET ASSETS 17,350,546 12,869,299 13,373,455 10,077,476 9,825,445
Operating Revenues 6,461,113 7,096,948 5,000,010 1,774,457 1,661,674
Operation and Maintenance 1,055,883 1,945,688 792,954 828,052 595,557
Depreciation 577,948 618,708 632,143 610,454 616,196
Payment in Lieu of Taxes/Taxes 93,592 102,100 102,100 102,100 102,100
Operating Income (Loss) 4,733,690 4,430,452 3,472,813 233,851 347,821
Non-Operating Revenue (Expense) (252,443) (68,390) (183,706) (22,624) (100,244)
Net Income (Loss) Before Contribution 4481,247 4,362,062 3,289,107 211,027 247,577
Contributions 12,251 6,872 41,004 25,000
Extraordinary Item (2,432,884)
Transfers (2,445,585)
Change In Net Assets (504,156) 4,481,247 3,295,979 252,031 272,577
Revenue Bond Debt Coverage;
1.25 x Annual Debt Service 5.74 N/A N/A N/A NIA
1.0 xAnnual Debt
Service/Reserves Account/Repair
and Replacement Fund/S PH
Lease Payments N/A N/A N/A N/A N/A
* Unaudited
# of Ships 35 37 37 37 34
# of Calls/Stops 489 562 535 538 503
# of Water Passengers 838,880 921,429 848,969 770,663 700,993
* Reflects statistical information provided by the Ketchikan Visitors Bureau
D-2
CITY OF SEWARD
FINANCIAL SUMMARY
Municipal Financial Position 2003 2004 2005 20116 * -
Average
Property lax Collections _____________
Borrowers Property Tax Rate per $1,000 -$3,12 $3.12 $3.12 $3.12 $3.12
Municipal Levy $634,287 $666,848 $733,298 $792,210 $891,613
Current Year's Collections $650,763 $717,697 $806,888 $882,430
Current Collection Rate 97.49% 97.59% 97.87% 98.20% 97.36%
Total Year's Collections $644,892 $669,065 $733,301 $802,200 $699,988
Total Collection Rate 101.67% 100.33% 100.00% 101.00% 100.73%
General on
Unreserved Ending Fund Balance $ 4,966,740 $ 5,188,880 $ 5,389,198 $ 4,586,941
Expenditures $ 7,037,554 $ 7,037,318 $ 8,108,290 $ 10,339,110
Fund Balance/Expenditures, 71% 74% 66% 44% 66%
Total Revenues $ 7,125,917 7,398,160 $ 8,247,828 $ 8,008,048
Intergovernmental Revenues $ 973,170 829,535 $ 984,920 $ 966,532
Percentage Inter overrunental 14% 11% 12% 12% 13/,
Overall MunicipalDebt Position . ,,'i4*, - -
Revenue Debt Enter rise Fonda 5,97 ,587 $ 5,673,722 $ 6,410,000 10,590,000
General Obli slion Debt - Governmental Funds $ 7,223,262 $ 7,069,933 $ 6,348,571 5,576,146
General ObligationDebt - Enter rise Funds $ 1,386,738 $ 665,068 $ 521,429 $ 373,854
Total General Obligation Debt $ 8,610,000 7,735,001 $ 6,870,000 $ 5,950,000
Total Revenue and General Obligation Debt $ 14,584,587 $ 13,408,723 $ 13,280,000 F 16,540,000
777777777-
Governmental GO Debt Assessed Value m 3,17% 157% 2.12%
Enterprise GO Debt Assessed Value m 0.30% 0.21% 0.14%
Total General Obli ation Debt A.V. m
6.01%
347%
Total Revenue and GO Debt A.V. m 5.37%
ral Gene Obli alion Debt Per Capita $2,830
$4 906
$2,705 $2283
Total Revenue and GO Debt Per Capita 228 $6,347
General Economic and Demographic Data 2003 2004 2005 2006 AflU
ate
IOWth
Population 2,794 2,733 2,540 2,606 2.60%
Assessed Value $ 216,698 235 $ 223,202,115 $ 247,172,838 $ 263.528,984 6.62%
Assessed Value Per Capita $ 77,558 $ 81,669 $ 97,312 $ 101,124
Top 10 Tax Payers as a % of Assessed Value 25.847. 18.48% 16.69%. 17.00%
•,
Harbor Enterprise Fund-Specific Data
Total Revenues 1,831,275 $1,846,276 $1,943,424 $2,394,604
Total Operating Expenses $1,237,187 $1,149,701 $1,310,211 $1,434,638
Net Revenue Available for Debt Service $594,088 $633,213. $959,966
Annual Debt Service Payments 1 $243,568 $243,618 255,542 $320,741
Debt Coverage 2.44 2.86 2.48 2.99
General Obligation Bond Debt Outstanding $0 $0 $0 $0
Revenue Bond Debt Outstanding $2,820,000 $2,725,000 $4,120,000 $8,510,000
Total Harbor Enterprise Debt Outstanding $2,820,000 $2,725,000 $4,120,000 $8,510,000
(nu-v): most recent vean Unaudited/estimates - - -
D-3
THIS AMENDATORY LOAN AGREEMENT, dated as of the 1st day of
September 2011, between the Alaska Municipal Bond Bank (the "Bank"), a body
corporate and politic constituted as an instrumentality of the State of Alaska (the
"State") exercising public 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 Aleutians East Borough, Alaska, a
duly constituted second class borough of the State (the "Borough"):
WITNESSETH:
WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan
money ("Loans") to governmental units; and
WHEREAS, the Borough is a "Governmental Unit" as defined in the General
Bond Resolution of the Bank hereinafter mentioned and was authorized to accept a
Loan from the Bank, evidenced by its municipal bond; and
WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain
from time to time money with which to make, and or refinance, municipal Loans, the
Bank adopted its General Obligation Bond Resolution on July 13, 2005, as amended
August 19, 2009 (the "General Bond Resolution"); and
WHEREAS, the Bank made a Loan to the Borough from proceeds of the Bank's
General Obligation Bonds, 2003 Series E ("2003 Series E Bonds") in the amount of
$21,125,000, evidenced by a Loan Agreement dated September 1, 2003, as amended
April 1, 2007 (the "Loan Agreement") between the Bank and the Borough; and
WHEREAS, as security for repayment of the Loan, the Borough issued its
School, Marine, and Other Transportation General Obligation Bonds 2003, dated
September 30, 2003 (the "Municipal Bond"), as amended and reissued, in part, on April
1, 2007 (the "2007 Municipal Bond"), of which the Bank is the registered owner; and
WHEREAS, the Bank has determined that refunding a portion of the 2003 Series
E Bonds will result in a debt service savings thereon and on a portion of the outstanding
Municipal Bond; and
WHEREAS, pursuant to the terms of the General Bond Resolution the Bank
adopted Series Resolution No. 2011-04, approved on July 26, 2011 (the "Series
Resolution" and together with the General Bond Resolution, the "Bond Resolution")
authorizing the issuance of bonds to, in part, refund a portion of the 2003 Series E
Bonds (the "Refunding Bonds"); and
WHEREAS, to effect the proposed refunding and resulting debt service savings
on the 2003 Series E Bonds and a portion of the outstanding Municipal Bond, and to
conform the terms of the Loan Agreement to the current practices of the Bank, it is
necessary to amend the terms of the Loan Agreement and that portion of the Municipal
Bond to be reissued as provided herein:
NOW, THEREFORE, the parties agree as follows:
1. The Bank will refund a portion of the outstanding 2003 Series E Bonds as
provided in the Series Resolution. The amounts of the principal installments of the
Municipal Bond corresponding to the refunded maturities of the 2003 Series E Bonds,
and the interest payable thereon, shall be adjusted pro rata in accordance with the debt
service payable on the Refunding Bonds. The Municipal Bond henceforth shall mature
in the principal amounts and bear interest at the rates per annum as stated on Exhibit A
appended hereto. The portion of the Municipal Bond not reissued and refunded is
referred to as the "2003 Municipal Bond" on Exhibit A. The portion of the Municipal
Bond reissued and refunded is referred in conjunction with this Amendatory Loan
Agreement to as the "2011 Municipal Bond."
Exhibit A also reflects the maturity schedule for the 2007 Municipal Bond,
however, nothing in this Amendatory Loan Agreement shall modify the terms of the
2007 Municipal Bond.
2. The refunding Municipal Bond shall not be subject to optional redemption
prepayment prior to maturity.
3. Section 16 of the Loan Agreement is amended to include the following:
The Borough further agrees that if it is one of the Governmental Units that has a
ten percent or greater amount of outstanding bonds held by the Bank under its General
Bond Resolution, it shall execute a continuing disclosure agreement for purpose of
Securities and Exchange Commission Rule 15c2-12, adopted 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 D under
the heading "Summaries of Borrowers Representing 10% in More of Outstanding
Principal of Bonds Issues Under the 2005 Bond Resolution" to the Official Statement
and attached hereto as Exhibit B.
4. A new section 22 is added to the Loan Agreement to include the following:
The Borough hereby agrees to keep and retain, until the date six years after the
retirement of the Municipal Bond, or any bond issued to refund the Municipal Bond, or
such longer period as may be required by the Borough's record retention policies and
procedures, records with respect to the investment, expenditure and use of the
proceeds derived from the sale of its Municipal Bond, including without limitation,
records, schedules, bills, invoices, check registers, cancelled checks and supporting
AMBBtGeneral Obligation and Refunding Bonds, 2011 Series Three
Amendatory Loan Agreement - AEB Page 2
I:\Docs\37421725'Amendatory Loan Agreement (AEB 2003E And 2007),000x
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 Bank upon request.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
the Loan Agreement as of the date first set forth above.
ALASKA MUNICIP N/bANK
"'4~ ~' ', IXLJ
MITCHELL
Director
ALEUTIANS EAST BOROUGH,
ALAS
By
w7
V4FWI1f
AMBB/General Obligation and Refunding Bonds, 2011 Series Three
Amendatory Loan Agreement AEB Page 3
I:\Docs\37421725'Amendatory Loan Agreement (AEB 2003E And 2007).Docx
Aleutians East Borough, Alaska
School, Marine, and Other Transportation
General Obligation Bond, 2003
(the "2003 Municipal Bond")
Principal Interest
Principal Payment Date Amount Rate
December 1, 2011 $140,000 4.00%
December 1, 2012 210,000 4.00
December 1, 2013 245,000 4.00
Optional Prepayment: The 2003 Municipal Bond is not subject to prepayment prior to
maturity.
Aleutians East Borough, School, Marine, and Other Transportation General Obligation
Refunding Bond, 2007
(the "2007 Municipal Bond")
Principal Payment Date Principal Interest
(December 1) Amount Rate
2011 $120,000 3.750%
2012 125,000 4.000
2013 130,000 4.000
2014 135,000 4.000
2015 75,000 4.000
2016 80,000 4.000
2017 925,000 4.000
2018 1,015,000 5.000
2019 1,085,000 5.000
2020 1,150,000 5.000
2021 1,215,000 4.000
2022 1,535,000 4.000
2023 1,755,000 4.500
2024 1,910,000 4.125
2025 2,040,000 4.500
2026 2,160,000 4.500
2027 2,275,000 4.500
2028 2,380,000 4.500
Optional Prepayment: The 2007 Municipal Bond principal payments due on or after
September 1, 2022 are subject to prepayment in whole or in part at the option of the
Borough on any date on or after December 1, 2016, at a price of 100% of the principal
amount thereof to be redeemed plus accrued interest to the date of redemption.
AMBB/General Obligation and Refunding Bonds, 2011 Series Three
Amendatory Loan Agreement - AEB Page A-i
I:\Docs\37421725\.Amendatory Loan Agreement (AEB 2003E And 2007).Docx
Aleutians East Borough, Alaska
General Obligation Refunding Bond, 20110
(the "2011 Municipal Bond")
Principal Sum of $1,520,000
Principal Interest
Principal Payment Date Amount Rate
March 1, 2012 $25,000 2.00%
September 1, 2014 255,000 5.00
September 1, 2015 535,000 4.00
September 1, 2016 705,000 5.00
Optional Prepayment: The 2011 Municipal Bond is not subject to prepayment prior to
maturity.
AMBB/General Obligation and Refunding Bonds, 2011 Series Three
Amendatory Loan Agreement - AEB Page A-2
I:\Docs\37421725\Amendatory Loan Agreement (AEB 2003E And 2007),Docx
YA•II1 - AUilBJ -
APPENDIX D
Summaries of Borrowers Representing
10% or More of Outstanding Principal of Bonds
Issued Under the 2005 General Bond Resolution
Page 1 of 6
VAII,.Th .i
A•II]U J
CITY OF KETCI-IIKAN
GENERAL OBLIGATION FINANCIAL SUMMARY
Municipal Financial Position 2006 2007 2008 2009 2010 Average
J!roperty 'lax Collections
Borrower's Properly Tax Rate per 51,000 $6.40 $6.10 $6.10 $5.10 $6.10 $6.16
Municipal Levy $4,053,256 $4,253,726 $4,689,323 $4,866,459 $4,885,779 $4,550,108.60
Current Year's Coflections ,029,013 ,172,267 $4,644,308 64,794,074 $4,689,396 $4,465,811.60
Current Collection Rate 99,409 98.08% 99.041/. 98.47% 95.98% 98.15%
Total Year's Collections $4,05$003 $4,231,037 $4,675,038 $4,844,090 $4,689,396 $4,500,313.00
Total Collection Rate 100,091/6 99.58% 99.70% 99,50% 95,98% 98.91%
General Fund
Unreserved Ending Fund Balance 5,590,212 $ 5,328,835 $ 5,070,342 $ ,649,409 $ 5,101,448 .5,148 ,049
Expenditures $ 15,671,819 $ 16,132,631 $ 18,476,845 $ 18,084,246 $ 17,159,791 $17,105,066
Fund Ualanre/Expenthlures 36% 33% 27% 26% 30% 309
Total Revenues $ 12,540,441 $ 13,129,154 $ 15,082,274 $ 14,019,651 $ 13,886,302 $13,751,564
Intergovernmental Revenues $ 947,656 8 1,380,391 8 2,042,712 8 1,348,409 $ 1,233,173 $1,391,468
Percentage Intergovernmental 8% 11% 14% 10% 9% 10%
Overall Municipal Debt Position
$ 59,080,000 $ 58,089,266
ANNEMW
$ 57,697,106
IMENNSM
$ 56,442,223 $ 56,063,232 Revenue Debt -Enterprise Funds
Revenue Debt -Governmental Funds - -
General Obligation Debt - Governmental Funds 8 7,180,571 $ 6,617,377 $ 6,044,339 $ 5,455,000 8 12,080,000
General obligation Debt Enterprise Funds $ 1,685,000 $ 2,283,278 $ 2,112,504 7 1,935,458 8 4,942,967
Total General Obligation Debt $ 8,865,571 $ 8,900,655 8 8,156,843 $ 7,390,458 $ 17,022,967
Total Revenue and General Obligation Debt 8 67,945,571 $ 66,989,921 8 65,853,949 8 63,832,681 $ 73,086,199
0,95% 0.79% 0.68% Governmental GO Debt/Assessed Value (niry) 1.13%
Enterprise GO Debt / Assessed Value (mry) 0.27% 0,33% 0.27% 0.24% 0.62%
Total GsnsralObligation Debt/A.V. (rriry) 1.40% 1,28% 1,06% 0.93% 2113%
Total Revenue and GO Debt/ AN. (rosy) 10.73% 9.61% 8.57% 8.00%
General Obligation Debt Per Capita $1,157 $1,151 $1,086 $986 $2,115
Total Revenue and GO Debt Per Capita $8,868 $9,664 $8,771 $8,508 $9,079
General Economic and Demographic Data 2086 2007 2008 2009 2010 Annual
Growth Rate
Population 7,662
Assessed Value $ 633,121,300
Assessed Value Per Capita $ 82,657
Top 10 Tax Payers as a % of Total Assessed Value 10.12%
7,732 7,508 7,503 8,050 7.29%
1 697,332,200 $ 768,741,400 $ 798,100,100 $ 800,947,400 0.36%
$ 90,188 $ 102,390 $ 106,372 $ 99,497
9.93% 9.607 8,73% 10.577.
(uixy moo recent year
D-1
Page 2 of 6
EXHIBIT B
CITY OF KETCHIKAN
KETCHIKAN PUBLIC UTILITIES ENTERPRISE FUND
FINANCIAL SUMMARY
2006 2007
Audited Audited
2008 2009 2010
Restated Audited Audited
ASSETS
Utility Plan In-Service
Construction Work in Progress
Cash
Restricted Assets
Other Assets
Total Assets
LIABILITIES AND NET ASSETS
Revenue Bonds Payable
Other Liabilities
Total Liabilities
NET ASSETS
Operating Revenues
Operation and Maintenance
Administrative and General
Depreciation
Payment in Lieu of Taxes
Operating Income (Loss)
Non-Operating Revenue (Expense)
Net Income (Loss) Before Contribution
Contributions
Special Item
Transfer of Net Assets - Swan
Lake -Lake Tyee Intertie Project
Transfer - Payment In Lieu of Taxes **
Change in Net Assets
Population of Service Area
Population of City
# of Electric Customers
# of Telephone Access Lines
# of Water Customers
Revenue Bond Coverage
$63,472,399 $65,675,153 $65,397,934 $69,718,266 $67,177,925
3,720,138 3,046,020 8,748,881 8,017,706 14,788,563
18,036,431 17,271,704 15,351,432 13,958,674 12,566,005
3,592,407 3,881,216 5,128,164 4,062,167 3,050,592
7,537,978 9,709,775 11,890,125 8,686,219 12,118,366
96,359,353 99,583,868 106,516,536 104,443,032 109,701,451
20,580,000 20,214,266 20,574,802 19,902,223 20,233,232
4,243,388 5,320,524 6,782,025 4,045,215 3,983,215
24,823,388 25,534,790 27,356,827 23,947,438 24,218,447
71,535,965 74,049,078 79,159,709 80,495,594 85,485,004
31,085,610 30,786,551 33,275,983 33,310,537 32,975,154
15,188,374 17,777,974 19,912,114 20,861,336 19,060,639
5,635,363 5,076,384 5,634,660 6,034,476 5,603,405
6,861,088 6,624,656 5,728,819 6,058,514 5,932,099
3,400,785 1,307,537 2,000,390 328,211 2,379,011
(108,887) 197,069 75,885 (402,557) (479,852)
3,291,898 1,504,606 2,076,275 (74,346) 1,899,359
907,076 1,658,507 3,601,835 2,085,231 3,818,051
82,721
(650,000) (650,000) (650.000) (675,000) (728,000)
3,548,974 2,513,113 5,110,631 1,335,885 4,989,410
13,174 13,166 12,993 12,984 13,477
7,662 7,732 7,508 7,503 8,050
7,251 7,305 7,346 7,365 7,418
9,554 9,039 8,122 7,467 6,994
3,035 3,230 3,223 3,217 3,207
3.92 3.21 2.93 2.30 2,80
* Water is only provided within the City
** Change in accounting standards payment in lieu or tax must be reported as a transfer
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Page 3 of 6
EXHIBIT B
CITY OF KETCHIKAN
PORT FINANCIAL SUMMARY
ASSETS
Cash
Port Facilities (net)
Construction Work In Progress
Restricted Assets
Other Assets
Total Assets
LIABILITIES AND NET ASSETS
General Obligation Bonds Payable
Revenue Bonds Payable
Other Liabilities
Total Liabilities
NET ASSETS
Operating Revenues
Operation and Maintenance
Depreciation
Property Taxes
Payment in Lieu of Taxes
2006 2007 2008 2009 2010
Audited Audited Audited Audited Audited
$4,529,687 $8,471,112 $4,939,650 $4,827,125 $4,364,226
10,405,568 41,226,714 46,312,527 44,947,620 43,642,947
26,082,665 3,493,927 832,620 963,018 1116,782
19,872,348 4,743,660 4,215,907 4,819,708 5,307,521
515,697 560,772 2,103,049 1,730,443 1,281,312
61,405,965 58,495,215 58,403,753 57,287,914 55,712,788
1,685,000 1,480,000 1,265,000 1,035,000 795,000
38,500,000 37,875,00D 37,220,000 36,540,000 35,830,000
7,105,081 5,130,176 4,191,404 3,147,957 3,134,814
47,290,081 44,485,176 42,676,404 40,722,957 39,759,814
14,115,884 14,011,039 56,063,232 - 16,564,957 15,952,974
6,427,207 7,895,063 8,839,267 8,922,228 8,000,492
2,299,099 1,506,749 3,653,251 6,368,009 5,319,252
657,485 985,775 1,390,850 1,460,265 1,446,527
154,041 167,219
Operating Income (Loss) 3,470,623 5,402,539 3,795,166 1,939,913 1,067,494
Non-Operating Revenue (Expense) (277,726) (1,681,716) (1,896,558) (1,718,248) (1,903,421)
Net Income (Loss) Before Contribution 3,192,897 3,720,823 1,898,608 221,665 (835,927)
Contributions and Capital Grants 9,448 1,848,500 703,308 905,943 518,944
Extraordinary Item
Special Item 14,789 - -
Transfers (1,853,659) (5,572,069) (617,625) - -
Transter- Payment in Lieu of Taxes (102,100) (102,100) (282,770) (290,000) (295,000)
Change in Net Assets 1,246,586 (104,846) 1,716,310 837,608 (611,983)
1.25 x Annual Debt Service 6.59 2,67 3.42 2.78 2.23
1.0 x Annual Debt
Service/Reserves Account/Repair
and Replacement Fund/S PH
Lease Payments N/A N/A 1.61 1.31 1.10
* Unaudited
#of Ships 36 36 37 36 26
# of Calls/Stops 503 499 502 496 429
# of Water Passengers 838,880 899,638 941,910 937,419 828,929
* Reflects statistical information provided by the Ketchikan Visitors Bureau
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Page 4 of 6
CITY AND BOROUGH OF SITKA
GENERAL OBLIGATION FINANCIAL SUMMARY
Municipal Financial Position 2007 2009 2009 2010 Average
Property iax Collections
Borrower's Property Tax Rule per $1,000 56.00 $6.00 $6.00 $6.00 $6.00
Municipal Levy $5,003,403 $5,558,821 $5,735,000 $5,768,331 $5,516404
Current Year's Collections $4,983,438 $5,501,591 $5,689,030 $5,735,962 $5,477,505
Current Collection Rate 99.60% 98.97% 99.20% 99.44% 99.30%
Total Year's Collections $5,013,706 $5,525,653 $5,737,647 $5,777,183 $5,013,547
Total Collection Rate 100,20% 99.40% 100,05% 100.16% 99.95%
General Fund
8,766,337 15 6,359,357 $ 7,193,254 8,853,936 $7,800,721 Unreserved Ending Fund Balance
Expendituies $ 23,002,357 $ 23,575,260 $ 23,817,458 $ 23,597,203 $23,498,070
Fund Ualanceflixpertditures 38% 27% 30% 38% 33%
Total Revenues $ 23,513,736 $ 24,718,668 $ 25,925,306 $ 24,882,306 $24,760,004
Intergovernmental Revenues $ 1,949,569 $ 2,174,717 $ 2,393,157 $ 2,219,501 $2,184,236
Percentage Intergovernmental 8% 9% 9% 9% 9%
Overall Municipal Debt Position
$ 48,625,608 $ 50,247,039 $ 50,517,063 $ 48,467,078 Revenue Debt-Enterprise Funds
Revenue Debt - Governmental Funds - $ 195,000 $ 185,250 $ 175,500
General Obligation Debt - Governmental Funds $ 30,540,000 $ 29,035,000 $ 34,410,000 $ 32,550,000
General ObligaLlon Debt - Enterprise Funds $ - $ - $ - -
Total General Obligation Debt $ 10,540,000 $ 29,035,000 $ 34,410,000 4 32,550,000
Total Revenue and General Obligation Debt 79,165,608 $ 79,477,039 $ 85,112313 $ 81,192,078
•0- s .5, J, 4
3.42% Governmental GO Debt/Taxable Assessed Value 3.54i 3.47'A 3,65%
Total Revenue and GO Debt/A.V. 9,15% 849% 9.04% 8152%
$5,989 $3,665 General Obligation Debt Per Capita $3,513 $5,370
Total Revenue end GO Debt Per Capita $9,158 $9,225 $9,866 $9,142
General Economic and Demographic Data 20117 2008 2009 2010 Annual Growth
Rate
Population 8,644 8,615
Taxable Assessed Value $ 861,978,476 $ 935,894,126
Assessed Value Per Capita I $ 99,720 $ 108,635
Top 10 Tax Payers as a % of Assessed Value 6.511A 6.35%
8,627 8,881 2.94%
$ 941,464,580 $ 952,574,685 1118%
$ 109,130 $ 107,260
8,36% 8.21%
D-4
Page 5 of 6
;14:II1II
City and Borough of Sitka
Electric Enterprise Fund
Financial Summary
2004 2005 2006 2007 2000 2009 2010
Audited Audited Audited Audited Audited Audited Audited
8,143,639 9,387,420 7,413,414 8,458,918 9,393,512 8,993,721 8,868,159
6,388,355 6,412,431 6,893,530 6,964,401 7,020,244 7,376,785 7,149,277
1,984,033 1,821,898 2,188,653 2,189,489 3,185,865 3,602,067 4,256,023
1,220,488 1,580,484 1,504,571 1,524,810 1,130,584 2,883,684 5,555,467
71,247,965 69,529,520 69.974,445 69,898,054 67,869,782 66,094,407 64,914,833
88,984,480 88,731,753 87,974,613 89,035,672 00,599,987 88,950,664 90,743,759
320,698 492,294 471,531 663,391 654,181 419,304 636,920
39,600,000 38,050,000 36,390,000 34,570,000 32,550,000 30,395,000 28,090,000
(1,650,996) (1,511,558) (1,372,120) (1,232,682) (1,093,244) (954,781) (815,343)
10,386,520 10,287,213 9,977,213 9,760,076 9,534,167 9,299,130 9,034,598
48,656,222 47,317,949 45,466,624 43,760,745 41,645,104 39,158,653 36,969,175
40,328,258 41,413,804 42,507,989 45,274,927 46,954,883 49,792,011 53,777,584
9,538,911 9,976,533 9,999,043 10,716,798 10,939,726 11,846,117 10,852,914
1,309,195 1,204,058 1,334,555 1,392,512 1,799,393 1,955,508 1,699,737
2,946,610 3,582,937 3,282,047 3,752,626 4,144,733 4,465,023 4,366,115
1,815,328 1,877,245 1,920,919 2,006,972 2,024,708 1,998,438 1,994,177
3,467,778 3,312,293 3,461,522 3,564,688 2,970,892 3,427,148 2,792,885
248,638 751,273 490,992 791,965 1,020,133 642,422 523,298
(3,045,411) (2,976,520) (2,881,055) (2,741,335) (2,621,198) (2,469,192) (2,369,426)
- - 62,726 50,717 315,931 351,823 208,962
671,005 1,087,046 1,094,185 1,665,035 1,685,758 1,952,201 1,155,719
1,300,914 603,582 2,853,752
281,345
(186,823) (1,300) . - (5,802) - (23,899)
484,182 1,085,946 1,094,185 2,966,949 1,679,956 2,837,128 3,985,573
8,805 8,947 8,833 8,644 8,615 8,627 '
4,975 5,012 5,061 5,113 5,197 5,257 5,278
94,634,990 95,844,639 98,405,781 106,491,085 109,997,183 114,866,192 108,739,970
3,949,208 3,987,436 4,111,182 4,024,958 4,113,594 4,106,690 4,108,407
1.40 1.49 1.43 159 1,94 1.56 1.34
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Page 6of6
Cash
Restricted Assets
Other Assets
Construction in Progress
Utility Plant in Service
Total Assets
Liabilities and Net Assets
Liabilities
Other Liabilities
Revenue Bonds Payable
Deferred loss on bonds
Revenue Note Payable
Total Liabilities
Net Assets
Revenues
Expanses
live and General
and Maintenance
Operating Income
Nonoperating revenue (expense)
Investment Income
Interest Expense
Other
Not Income before
contributions and transfers
Capital contributions
Extraordinary Item:
Net Pension Obligation Relief
Transfer In (Out) net
Change In Net Assets
Population of City and
Borough
It of electric customers
KWH Sold
Revenue Bond Debt Service
Revenue Bond Coverage J> 1,25)
Data not available