Tab_23I I XV U] SYLI 1 k' B aK'l
THIS AMENDATORY LOAN AGREEMENT, dated the 181I 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 City of Ketchikan, Alaska, a duly constituted home rule city of the State (the "City"):
WITNESSETH:
WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money
(the "Loans") to governmental units; and
WHEREAS, the City 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 City from proceeds of the Bank's General
Obligation Bonds, 2006 Series Two (Subject to Alternative Minimum Tax) ("2006 Series Two
Bonds") in the amount of $38,500,000, evidenced by a Loan Agreement, dated July 1, 2006
(the "2006 Loan Agreement"), between the Bank and the City; and
WHEREAS, as security for repayment of the Loan and as provided in the 2006 Loan
Agreement, theCity issued its City of Ketchikan Port Revenue Bond, 2006, dated July 26, 2006
(the "2006 Municipal Bond"), of which the Bank is the registered owner; and
WHEREAS, the Bank has determined that refunding a portion of the outstanding 2006
Series Two Bonds will result in a debt service savings thereon and on the 2006 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 Four (the "Refunding Bonds") in part to refund a portion of the 2006 Series Two Bonds;
and
WHEREAS, to effect the proposed refunding and resulting debt service savings on the
2006 Series Two Bonds and the 2006 Municipal Bond, and to conform the terms of the 2006
Loan Agreement to the current practices of the Bank, it is necessary to amend the terms of the
2006 Loan Agreement and to provide for the issuance by the City to the Bank of the City's Port
Revenue Refunding Bond, 2016 (the "2016 Municipal Bond" and together with the 2006
Municipal Bond, the "Municipal Bond") and for the refunding of the City's 2006 Municipal
Bond as provided herein.
NOW, THEREFORE, the parties agree as follows:
1. The Bank will refund a portion of the outstanding 2006 Series Two Bonds as
provided in the Series Resolution. The amount of the principal installments of the City's 2006
Municipal Bond corresponding to the refunded maturities of the 2006 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 2006 Municipal Bond. The 2016 Municipal Bond delivered in exchange for the original
2006 Municipal Bond shall mature in the principal amounts and bear interest at the rates per
annum as stated on Exhibit A appended hereto.
2. Section 2 of the 2006 Loan Agreement is amended by replacing the current
language with the following:
The City represents that it has duly adopted all necessary ordinances or resolutions,
including Ordinance No. 06-1549, adopted by the City Council on June 1, 2006 and as amended
by Ordinance No. 16-1828 passed by the City Council on October 6, 2016 (the "2016
Ordinance"), Resolution No. 06-2164, adopted by the City Council on January 24, 2006, and
Resolution No. 06-2171 approved by the City Council on July 12, 2006 (together, the "City's
2006 Ordinance"), and has taken all proceedings required by law to enable it to enter into the
2006 Loan Agreement and issue its 2006 Municipal Bond to the Bank and that the 2006
Municipal Bond constituted a revenue obligation duly authorized by the City's 2006 Ordinance.
The City represents that it has duly adopted or will adopt all necessary ordinances or
resolutions, including Resolution No. 2016-2636, adopted on September 15, 2016 (the "City
Refunding Resolution" and together with the City's 2006 Ordinance, the "City'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 revenue bond, a special and limited obligation of the City,
all duly authorized by the City 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 2006 Loan Agreement is amended to include the following
paragraph:
The City represents that the City's Ordinance is in full force and effect and has not been
amended, supplemented or otherwise modified, other than by the 2016 Ordinance, the City
Refunding Resolution and as previously certified by the City to the Bank.
Page 2
5. Section 16 of the 2006 Loan Agreement is amended by replacing the current
language with the following:
The City 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 City 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. A new Section 23 is added to the 2006 Loan Agreement, as follows:
The City 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 City for so long as the 2016 Municipal Bond remains outstanding.
The City agrees filings under this Section 23 shall be made in connection with CUSIP Nos.
01179P, 011798 and 01179R. Additional or alternate CUSIP number(s) maybe added from time
to time by written notice from the Bank to the City. The City 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).
7. A new Section 24 is added to the 2006 Loan Agreement, as follows:
The City 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 maybe required by the City'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 City agrees that all records required by the preceding
sentence shall be made available to the Bank upon request.
A new Section 25 is added to the Loan Agreement, as follows:
The City hereby agrees that it shall fully fund, at the time of loan funding, its debt service
reserve fund (in an amount equal to $2,240,000) which secures payment of principal and interest
on its 2016 Municipal Bond, and that such fund shall be held in the name of the City with the
Trustee. The City further agrees that the yield on amounts held in such debt service reserve
account shall be restricted to a yield not in excess of 2.598457 percent.
Page 3
9. A new Section 26 is added to the 2006 Loan Agreement, as follows:
(a) The City hereby certifies that all 2006 Municipal Bond proceeds, 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.
(b) The City hereby certifies that to date all required rebate calculations relating to
the 2006 Municipal Bond have been timely performed and the City has remitted any necessary
amount(s) to the Internal Revenue Service.
(c) The City hereby certifies that the 2006 Municipal Bond was issued exclusively for
new money purposes.
10. A new Section 27 is added to the 2006 Loan Agreement, as follows:
As amended hereby, the 2006 Loan Agreement will remain in full force and effect so
long as the 2016 Municipal Bond remains outstanding.
Page 4
IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan
Agreement as of the date first set forth above.
ALASKA MUNICIPAL BOND
Executive Director
CITY OF KETCHIKAN, ALASKA'
By:
Finance Director
Page 5
*Z4iTffliW
City of Ketchikan, Alaska
Port Revenue Refunding Bond, 2016, issued on November 3, 2016 (the "2016 Municipal Bond")
Principal Sum of $28,565,000
Principal Payment Date Principal Interest
(December 1) Amount Rate
2016 $930,000 4.750%
2016 610,000 2.000
2017 895,000 3.000
2018 930,000 5.000
2019 980,000 5.000
2020 1,025,000 5.000
2021 1,075,000 5.000
2022 1,130,000 5.000
2023 1,185,000 5.000
2024 1,245,000 5.000
2025 1,305,000 5.000
2026 1,370,000 5.000
2027 1,440,000 5.000
2028 1,515,000 5.000
2029 1,585,000 5.000
2030 1,670,000 5.000
2031 1,750,000 5.000
2032 1,840,000 5.000
2033 1,930,000 5.000
2034 2,030,000 5.000
2035 2,125,000 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, 2027 are subject to prepayment in whole or in part at the option of the City 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-!
IJIk'UUAl•IIJU I P4IIJU I
Page B-i
CITY AND BOROUGH OF SITKA
GENERAL OBLIGATION FINANCIAL SUMMARY
Municipal Financial Position 2011 2012 2013 2014 2015 Average Property Tax Collections
Borrowers Property Tax Rate per $1,000 $6.00 $6.00 $6.00 $6.00 $6.00 $6.00 Municipal Levy $5,799,400 7,904,617 $5,957,735 $5,901,738 $6,032,826 $5,919,263 Current Years Collections $5,753,039 $57874,918 $5,893,452 $5742,721 $6,006,776 $5,874,181 Current Collection Rate 99.20% 99.50% 98.92% 99.00% 99.57% 99.24% Total Year's Collections
Total Collection Rate
$5,807,869
100.15%
$5,909,321
100.08%
$5,893,452
98.92%
$5,842,721
99.00%
$6,006,776
99.57%
$5,892,028
99.54%
General Fund
Unreserved Ending Fund Balance
pgpitures
Fund Balance/Expenditures
$ 11,508,475
$ 23,260,649
49%
13,584,573
$ 24,075,729
56%
$ 14,218,394
$ 23,691,912
60%
7 15,998,580
$ 23,628,379
68%
$ 14,720,875
$ 30,621,436
48%
14,015,799
$ 25,055,621
56.38% Total Revenues
Intergovernmental Revenues
Percentage Intergovernmental
$ 24,709,916
$ 2,380,298
10%
$ 26,584,728
$ 2,659,323
103
$ 25,953,885
$ 2,693,860
10%
$ 26,507,173
$ 2,771,990
10%
$ 29,227,140
$ 2,807,749
10%
$ 26,596,568
$ 2,662,644
10.02%
Overall Municipal Debt Position
-
$ urx8U7,431 a uO,593,411 lQu,145,322 $ 108,940,000 5623,215136 Revenue Debt- Enterprise Funds
Revenue Debt- Governmental Funds
General Obligation Debt - Governmental Funds
General Obligation Debt - Enterprise Funds
1 $ 165,7501
$ 36,300,000
-ji
$ 156,000
$ 32,290,000
$ -
$ 146,250
$ 31,020,000
-
$ 202,641
$ 28,635,000
$ -is
$ 189,6,3
I $ 25,990,000
- Total General Obligation Debt
Total Revenue and General Obligation Debt
$ 36,300,000
105,273191
1 $ 32,290,000
$ 101,039,411
$ 31,020,000
$ 137,312,072
$ 28,635,000
$ 137,777,641
i $ 25,990,000
1 $ 149,394,409
Gt,r,,'t7 61(1) 1), ht/-, :13j SSrIu, 3.69 '1 3.26%3.1W,. 2.917, 2..561. lulal Ruu uuuudGO Dubl/A.V. 15n54 % 13.72% 1 14.01% 14613,
General OblIgation Debt Pet Lapita $3,138 $3,607 $3,415 63,152 92,hb8 Total Revenue and GO Debt Per Capita $12,000 $11,287 $15,116 I $15,167 $16,488
General Economic and Demographic Data 2011 2012
I
2013 2014 2015 Annual Growth
Rate Population 8,773 8,952 1 9,084 1 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 2.227 Assessed Value Per Capita j $ 112,285 $ 110,694 $ 110,201 $ 108,281 $ 110,967 Top 10 Tax Payers as a % of Assessed Value 7.64% 7.57% 7,57% 757% 7177
The Borough has not completed its fiscal 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
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
# 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
CITY AND BOROUGH OF SITF
HARBOR ENTERPRISE FUND
FINANCIAL SUMMARY
2011 2012 2013 2014 2015
ASSETS
Plant In-Service (net of depreciation) 14,789,299 14,122,591 13550,231 13,153,475 20,560,565
Land 90,000 90,000 90,000 90,000 90,000
Construction Work in Progress 20,229 57,838 665,476 7,824,365 939,917
Cash 3,733,467 4,735,101 6,599,187 6,616,954 7,595,507
Restricted Assets - - 3,615,663 589,166 317,566
Other Assets 1,342,572 1,339,389 1,216,385 1,524,898 1,036,361
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 19,188,916 20,023,318 24,269,825 25,242,822
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 - NPO/OPEB write off
Change in Net Assets 5,004,774 37114,192 834,401 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 516 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 i'roperty Tax Collections
Borrower's Property Tax Rate per $1,000 $10.51 $10.55 $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 Year's Collections $40,329,083 $41,431,682 $43,987,108 $44,818,184 $45,548,172 $43,222,846 Current Collection Rate 98.99% 99.237 99.407. 99.36% 99,347 99.26% Total Year's Collections $40,728,566 $41,721,795 344,200,111 745,017,746 ¶45,548,172 $43,443,278
Total Collection Rate 99.97% 99.93% 99.88% 99.80% 99.34% 99.78%
General Fund
Unassigned Plus Emergency Operating Res (GASB#54) $ 1,729,385 '5 3,484,lbl $ 7,494,734 5 17,215llll7 S 23,272,312 111,333,252 Expenditures $ 50,540,314 $ 51,283,781 $ 84,553,473 $ 86,380,150 $ 94,808,876 $ 73,513,319
Fund Balance/ Expenditures 3.427 6.79% 8,86% 20.01% 21.38% 12.09% Total Revenues $ 66,008,466 $ 50,036,584 $ 88,778,005 5 97,936,255 $ 98,018,608 —FR—,l55,584 Intergovernmental Revenues $ 14,313,000 $ 15,464,700 $ 30,635,700 $ 41,429,692 $ 32,072,000 $ 26,783,018 Percentage Intergovernmental 22% 31% 35% 42% 33% 32.42%
Overall Municipal Debt Position
$ 452158,341 543,679,682 8 41808ll67 I -411,1193,933 5 31,433,443 Revenue Debt - Enterprise Funds
Revenue Debt - Governmental Funds $ 3,599,575 —V --2—,8-61—,7-4T $ 2,091,457 $ 6,807,086 $ 26,972,321
General Obligation Debt Governmental Funds $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000
General Obligation Debt - Enteeprise Funds - - -
Total General Obligation Debt $ 148,301,000
$ 122,068,
Total
$ 133,446,000 $ 131,385,000
~180,'722,76- Revenue and General Obligation Debt $ 197,108,916 $ 179,987,429 8 175,382.524 $ 168,965,
enntal Go,, (,C) l),'b 33 ,hIeA ,'3 \.'% 171'), 3.29'..3. 3'7C 2.79% 2.57.3J TaLC Ravunne and CO DebL/A.V. 4.949, 4.423, 4.10% 3.86% 4,033
General Obligation Debt I-er Capita $4,742 64,113 54,1123 $3,096 $3,492j
Total Revenue and GO Debt Per Capita $6,302 $5,548 $5,370 $5,116 $5,472
General Economic and Demographic Data 2011 1 2012 2013 1 2014 1 2015 Annual Population 32,441 32,660
$ 4,071,713,732 $ 4,275,067,217 Taxable Assessed Value
~P* Assessed Value Per Capita $ 125,511 $ 130,896
Top lO Tax Payers ass % of Assessed Value 13.78% - -- - - 13-7--------13,82--13.61%
33,030 33,026 -0.01%
$ 4,379,714,933 $ 4,484,327,332 2.39%
$ 132,598 $ 135,782
- - ------13.619/,
2011 2012 2013 2014
ETS
Plant In-Service (net of depreciation) $13,827,335 $12,844,129 $11,875,368 $14,325,870
Construction Work in Progress 29,889,294 33,499,769 42,397,974 40,419,697
Cash 4,728,522 4,660,755 3,466374 4,030,992
Restricted Assets 10,702,703 11,196,479 10,946,328 10,554,614
Other Assets 764,741 847,869 543,407 679,907
I Assets 59,912,595 63,049,001 69,229,451 70,011,080
LIABILITIES AND NET ASSETS
Revenue Bonds Payable 9,700,000 9,691,595 9,380,434 9,033,637
Other Liabilities 2,110,290 2,140,909 1,401,365 2,050,500
Total Liabilities 11,810,290 11,832,504 10,781,799 11,084,137
NET ASSETS 48,102,305 51,216,497 58,447,652 58,926,943
Operating Revenues 2,854,858 3,154885 3,173,272 3,508,430
Operation and Maintenance 2,492,110 2,434,329 2,498,178 2,814,717
Administrative and General - - - -
Depreciation 899,956 986,619 968,761 1,003,707
Operating Income (Loss) (537,208) (266,063) (293,667) (309,994)
Non-Operating Revenue (Expense) 46,509 155,306 (214,686) 128,433
Net Income (Loss) Before Contribution (490,699) (110,757) (508,353) (181561)
Capital Contributions 1,690,873 2,549,949 7,392,466 660,852
Net Transfers-In (Out) 3,804,600 675,000 500,000 0
Special item - NPO/OPEB write off
Change in Net Assets 5,004,774 3,114,192
__ ___
7,3
_______
84,113 479,291
Population of City 31,275 32,441 32,660 33,064
Revenue Bond Coverage 1.19 1.79 1.21 1.67
$17,517,553
50,214,768
3,975,676
9,581,172
1,718,645
83,007,814
9,758,734
3,105,738
12,864,472
70,143,342
4,202,862
3,347,050
1,150,701
(294,889)
501,698
206,809
5,788,674
6,224,425
12,219,908
33,064
2.60
D-5
liij. :SsI • S UiAI
Y[UJ'JI.J
FINANCIAL SUMMARY
2011
2012 2013 2014 2015
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
2,555,051 2,628,580 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
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
Operating Income (Loss)
Non-Operating Revenue (Expense)
Net Income (Loss) Before Contribution
Capital Contributions
Net Transfers-In (Out)
Change in Net Assets
of
31,275 32,441 32,660 33,064 33,064
Cfty and Borough of Juneau
Conduit Debt
WILDFLOWER COURT (A not for profit organzaton)
FINANCIAL SUMMARY
2011 2012 2013 2014 2015
Audited Audited Audited Audited Audited
ASSETS
Plant In-Service 4,909,305 4,820,999 4,734,678 3,771,100 3,082,979
•Cash 11 582,128 1,752,043 1,437,085 11 970,693 1,956,157
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 1,389,726
Total Assets 9,598,352 9,988,719 9,447,915 8,459546 7,866,310
LIABILITIES AND NET ASSETS
Bond Debt 13,050,000 11,705,000 11,596,229 10,204,712 8,688,824
Other Liabilities 904,428 2,052,663 1,132,323 996,579 1,012,833
Total Liabilities 13,954,428 13,757,863 12,728,552 11,201,291 9,701,657
NETASSETS (DEFICIT) (4,356,076) (3,768,944) 3,280,637 (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 60,964 48,577
Change in Net Assets 193,816 587,132 488,305 538,892 906,398
Revenue Bond Coverage 1.33 1.32 112 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 ofdepreciation) $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 (1,021027) 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
Kenai PMIOOI56 Borough - General Fund -
Grl ObOg2on Financial Summa ry
'4od,.136,.,rnL,1 Po1l1o, I 2011 2012 2013 2014 2015
rpflIy T Culkd0w
51.000 5430 54.50 54.50 Soo 51.50 54.50
.1uk1p4 L'' 529055274 530319,493 530,523,497 $31,750392 531,6S5,014 S30,747-334
C.rt\'c's CoLkdi 520.630,610 529,946,501 530252436 531,332,596 531142.023 530256334
Cun*itC1Ldi,tRate 9S334 99.43i. 933711 9035%J 95.29' 905011
To CoU0i,,m 529,047,445 530,401,5M $30,795,605 $31,665,476 531392,596 555439,726
T.fA CoVeca.. Rete, 99.96% 99.94% 995211 93.89' 993911
C,,.rn.1 P.,od
To1EndFund1e
-
°'''
5 21,434055 S 21,265,523
32L
5 16306,142
4.53"
5 15,506456
_______
IS 20132634
5 16244,679 515232,615 --
I S 72263395
3011
5 71247$5
30'.22,
0 72,432,425 $ 73,370301 $ 75,427,617
22
$73,523,570
25%
Tel 0Re,'e,es $ 70,799293 5 71309,637 S 74,225493 S 74,945,074 -$ 75,764,253 573,974,670
___ $ $.231231 $ 9749.464- 0 10,392,037 $ 9,406,451 $ 13554,Dst 510350.074
Pgehkt.eeb1 - - - 1211 - 14111 1311 17' -- 14,
_-,.-,.---_.--- Owi
Re,eeee Debl Ce en6,1 F..e4, S - S - 5 5 8
Reee t*- 51ti1'mth S - 5 5 0
-
5 -
Totel R—eri.6 Debt
C.1061i566e,iD45.( -Gnrn,te1 Fur,4 (GeI F..,d e.,h 5 33,910,000 S 30,230,000 5 25,520300 3 45,053200 2 41,520.122
5 5 . 5 1 1 9 5
TOCe1ObetiDebt S 53,910300 5 30230,000 5 24420.000 15 45,055,000 5 41,520.000
5 33,010500 $ 30230.000 S 26.520.000 15 45.055,560,5 41322,u'24
te1 GO DedVa0..e (.eJ 0.5311 0A6,
&teeGOtfA60.erv) 00011 0.0011 0.00'. - 02011 0.0011 -
Tot 196 .me ,od CO ,i5AV.(.s..,0 0.33% 0.45'. 0.40'; 0.63'. 0.64'-
________________________________________ 5012 1123 5792 5732
T0R GQ134t96rCapita 5612 5336 5473 5792 $732
n,l 0 53aphte Dat, 2011 2012 20.13 2011 2015 AooeatGowth
Pope!400e 52,100 56,349 56,735 55,662 37,117 1 0.5011
Amo4 VeIm, 5 6393331300 5 6.633,241.000 5 6,716,010,000 $ 6,960,196,000 15 6,932,403,225 I
AmmdVelooPmCeplo S 115,407 5 117.675 5 111331 5 122,403 5 121,309
Top10TmPv.% ,,tT,±1A'45, 19.7311 1479% 15251, 17356.
kmr,'). most cm,tl'em
64 113, 3414 ..s52013 lmm,o,od Feed Feleme e 1t d,,,v3tot,6
mth, eemeteIlIL0114cl, 550"M' e60 9694427 e34mteoh'ter
P$ t ..eeometv, eeemd byeeom.a11b..wt.td
'I
Central Peninsula General Hospital
FINANCIAL SUMMARY
2011 2012 2013 2014 2015
ASSETS
Capital Assets (net of depreciation) $67842931 $64853893 $69429959 $71,387,990 $93151047
Cash 21700,302 27,803487 35,197,813 35,508,443 37,638,411
Cash held for Plant Replacement 10097,241 11,421,461 11,322,729 16,447,887 18,838,950
Restricted Assets 3,584,121 633,493 500,000 4,693,402 5,069,037
Unspent bond proceeds 31,275,450 18,468,485
Other Assets 19,105,718 29,383,574 29,863,006 32,652,905 38,942,891
Total Assets 122,330,313 134,095.908 146,313,507 191,966,077 212.108,821
LIABILITIES AND NETASSETS
Revenue Bonds Payable - - - 32,490.000 33,890,000
GO Bonds Payable 35,990,000 32255.000 30,130,000 27,905,000 25670,000
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 98,007.249 111,234.316 128,411,286
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 6,781,020 12,203.142 13,212,423 17,169,710
Capital Contributions 212,945 52,843 2004,970 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 July 2006, 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 City of
Ketchikan, Alaska, a duly constituted home rule city of the State (the "City"):
W IT N ES SET H:
WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money
(the "Loan" or "Loans") to governmental units; and
WHEREAS, the City is a Governmental Unit as defined in the 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 bonds purchased by the Bank; and
WHEREAS, the City desires to borrow money from the Bank in the amount of not
to exceed $38,500,000 and has submitted an application to the Bank for a Loan in the
amount of not to exceed $38,500,000, and the City has duly authorized the issuance of its
fully registered bond in the aggregate principal amount of $38,500,000 (the "Ketchikan
Bond"), which bond is to be purchased by the Bank as evidence of the Loan in accordance
with this Agreement or multiple agreements of even date; and
WHEREAS, the application of the City contains the information requested by the
Bank; and
WHEREAS, to provide for the issuance of bonds of the Bank in orderto obtain from
time to time money with which to make Loans, the Bank has adopted the General
Obligation Bond Resolution on July 13, 2005 (the "General Bond Resolution"), and Series
Resolution No. 2006-02, adopted on June 14, 2006 (together with the General Bond
Resolution, the "Bond Resolution"), authorizing the making of such Loan to the City and
the purchase of the Ketchikan Bond.
NOW, THEREFORE, the parties agree:
1. The Bank hereby makes the Loan and the City accepts the Loan in the
principal amount of $38,500,000. As evidence of the Loan made to the City and such
money borrowed from the Bank by the City, the City hereby sells to the Bank the Ketchikan
Bond in the principal amount, with the principal installment payments, and bearing interest
from its date at the rate or rates per annum, stated in Exhibit "A" appended hereto. For
purposes of this Loan Agreement, the interest on the Ketchikan Bond will be computed
without regard to the provision in Section 7 hereof for the City 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 City represents that it has duly adopted or will adopt all necessary
ordinances or resolutions, including Ordinance No. 06-1549 passed by the City Council on
June 1, 2006 and Resolution No. 06-2171 approved by the City Council on July 12, 2006
(together, the "City's Ordinance"), and has taken or will take all proceedings required by
Iawto enable it to enter into this Loan Agreement and issue its Ketchikan Bond to the Bank
and that the Ketchikan Bond will constitute a revenue obligation duly authorized by the
City's Ordinance.
3. Subject to any applicable legal limitations, the amounts to be paid by the City
pursuant to this Loan Agreement representing interest due on its Ketchikan Bond (the
"Ketchikan 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 Ketchikan 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 City 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 City pursuant to this Loan Agreement
representing principal due on its Ketchikan Bond (the "Ketchikan 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 Ketchikan 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 City pursuant to this Loan Agreement are not made available at any time specified
herein, the City 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 City, as provided in the Act.
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 City on the Ketchikan Bond for the corresponding year pursuant to the
terms of the Ketchikan Bond, then both the Ketchikan Bond Interest Payments and the
Ketchikan Bond Principal Payments will be adjusted in such a manner that (i) the interest
AMBD!Rovcnuc Bonds. 2006 Scmos Two
Loarl Agreement Ketchikan
I:IDoi:s137421701\Loan Agnilomont - Kcichikanvpd Page 2
rate paid by the City on any principal installment of the Ketchikan 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 Ketchikan Bond
Interest Payments and Ketchikan Bond Principal Payments is equal to or less than the sum
of the Ketchikan Bond Interest Payments and Ketchikan Bond Principal Payments due
over the remaining term of the Ketchikan Bond as previously established under this Loan
Agreement. In the event of such a refunding of Loan Obligations, the Bank shall present
to the City for the City's approval, a revised schedule of principal installment amounts and
interest rates for the Ketchikan Bond. If approved by the City 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 City is obligated to pay to the Bank Fees and Charges. Such Fees and
Charges actually collected from the City shall be in an amount sufficient, together with the
City's Allocable Proportion (as defined below) of other money available therefor under the
provisions of the General 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 Section 606 of the
General Bond Resolution:
(a) to pay, as the same become due, the City's Allocable Proportion of the
Administrative Expenses of the Bank; and
(b) to pay, as the same become due, the City's Allocable Proportion of the fees
and expenses of the Trustee and paying agent for the Loan Obligations.
The City'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 Ketchikan Bond outstanding bears to the total of the
outstanding bonds issued under the Revenue 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 City's Allocable Proportion of the fees and expenses
of the Trustee and paying agent for the Loan Obligations is reduced inconsideration of the
City so making funds available, the City shall make funds available to the Trustee for each
Ketchikan Bond Interest Payment and Ketchikan Bond Principal Payment at least seven
business days before the respective principal or interest payment date.
8. The City is obligated to make the Ketchikan Bond Principal Payments
scheduled by the Bank. The first such Ketchikan Bond Principal Payment is due on the
date indicated on Exhibit "A" appended hereto, and thereafter on the anniversary thereof
AMB8!Revenuc Bonds, 2006 Sorios Two
LoanAgreomont -Ketchikan
l:O0oos1374217011oan Agrnsmonl - Kolohikanwpd Page 3
each year. The City is obligated to make the Ketchikan 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
of receiving the invoice of the Bank therefor.
9. The Bank shall not sell and the City shall not redeem prior to maturity any
portion of the Ketchikan 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 Ketchikan Bond (or portion thereof) to be redeemed, (ii) the interest to
accrue on the Ketchikan 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
Ketchikan Bond (or portion thereof) to be redeemed, and (iv) the cost and expenses of the
Bank in effecting the redemption of the Ketchikan Bond (or portion thereof) to be
redeemed. The City shall give the Bank at least 50 days' notice of intention to redeem its
Ketchikan Bond.
In the event the Loan Obligations with respect to which the sale or redemption prior
to maturity of such Ketchikan 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 a principal amount in excess of or less than the principal amount of the Ketchikan Bond
remaining unpaid at the date of issuance of such refunding bonds, the amount which the
City 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 Obligations have 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 Obligations, the amount which the City 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 City
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 construed as preventing the City from refunding the
Ketchikan Bond in exchange for a new Ketchikan Bond in conjunction with a refunding of
the Loan Obligations.
10. Simultaneously with the delivery of the Ketchikan Bond to the Bank, the City
shall furnish to the Bank evidence satisfactory to the Bank which shall set forth, among
other things, that the Ketchikan Bond will constitute a valid revenue obligation of the City.
MTBBIRevcnue Bonds, 2006 Series Two
Lo;in Agreement •Kcichlknn
1:Dos\37421701110 an Agwomen Kclohikan.wpd Page 4
II. Invoices for payments under this Loan Agreement shall be addressed to the
City of Ketchikan, 334 Front Street, Ketchikan, Alaska 99901, Attention: Finance Director.
The City shall give the Bank and the corporate trust office of the Trustee under the
Revenue 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 Ketchikan 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 City 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 City has violated commitments made by it in the terms of this Loan
Agreement; or
(c) The financial position of the City, including Port Revenues (as defined in the
City's Ordinance) 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
Ketchikan Bond to the Bank.
13. The obligation of the Bank under this Loan Agreement is contingent upon
delivery of its General Obligation Bonds, 2006 Series Two (the "2006 Series Two Bonds")
and receipt of the proceeds thereof.
14. The City agrees that it will provide the Bank with written notice of any default
in covenants under the City's Ordinance within 30 days from the date thereof.
15. The City shall nottake, or omit to take, any action lawful and within its power
to take, which action or omission would cause interest on the Ketchikan Bond to become
subject to federal income taxes in addition to federal income taxes to which interest on
such Ketchikan Bond is subject on the date of original issuance thereof.
The City shall make no use or investment of the proceeds of the Ketchikan Bond
which will cause the Ketchikan Bond to be an "arbitrage bond" subject to taxation by
reason of Section 148 of the Code. So long as the Ketchikan Bond is outstanding, the
City, with respect to the proceeds of the Ketchikan 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 City shall indemnify and hold harmless the Bank from any obligation of the City to
make rebate payments to the United States under said Section 148 arising from the City's
use or investment of the proceeds of the Ketchikan Bond.
AMBBIRovenue Bonds, 2006 Series Two
loan Agreement 'Ketch!kan
l:\Docs\37421701\1oi!n Agreement . Ketchikan.wpd Page 5
16. The Bank shall cause to be prepared an Official Statement (the "Official
Statement") for the 2006 Series Two Bonds. The City shall provide promptly to the Bank
the information concerning the City and the Ketchikan Bond (the "Municipal Information")
(I) that the Bank requests for inclusion in the Official Statement, and (ii) that the City
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
City shall provide to the Bank a certificate, dated the date of issue of the 2006 Series Two
Bonds, of an authorized officer of the City that (i) 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 underwhich they
were made, not misleading in any material respect; and (ii) to the best knowledge of such
officer, no event affecting the City 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.
17. The City agrees that if it is one of the Governmental Units that has a ten
percent (10%) or greater amount of outstanding bonds of the Bank under its General Bond
Resolution, it shall enter into a continuing Disclosure Certificate, a form of which is included
as Exhibit B hereto, and, it shall provide the Bank for inclusion in future official statements,
upon request, financial information generally of the type included in Appendix D, under the
heading "City of Ketchikan Port Enterprise Fund Financial Summary," to the Official
Statement attached hereto as Exhibit C.
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 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.
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. Inthis LoanAgreement, unless otherwise defined herein, all capitalized terms
which are defined in Article I of the Revenue Bond Resolution shall have the same
meanings, respectively, as such terms are given in Article I of the Revenue Bond
Resolution.
AMBBiRovonue Bonds. 2006 Series Two
Le;in Agreement 'Ketchlkirn
I:\0ocs1374217010 oan Agreement - KeIcillkan,\\pd Page 6
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
F-11 W-A16"i XUAVZ4 L11 011 Lai 19-11 M I. I'll
[SEAL]
DEVEN J. MITCHELL
Executive Director
CITY OF KETCHIKAN, ALASKA
By:
ROBERT NEWELL
Finance Director
ATTEST:
KATHERINE M. SUITER
City Clerk
AMBB!Revlmuc Bonds. 2006 Series Two
ban Agniemrmt - Ketchikan
t\Docs\3742170111.oan Agreement •Kelcilikan.wpd Page 7
City of Ketchikan, Alaska
Port Revenue Bond, 2006
Principal Date Principal Interest
(December 1) Amount Rate
2007 $625,000 4.25%
2008 655,000 4.25
2009 680,000 4.25
2010 710,000 4.50
2011 740,000 4.50
2012 775,000 4.50
2013 810,000 4.50
2014 845,000 4.75
2015 885,000 4.75
2016 930,000 4.75
2017 975,000 5.50
2018 1,025,000 5.50
2019 1,085,000 5.50
2020 1,140,000 5.50
2021 1,205,000 5.50
2022 1,270,000 5.50
2023 1,340,000 5.50
2024 1,415,000 5.50
2025 1,495,000 5.50
2026 1,575,000 5.50
2027 1,660,000 5.00
2028 1,745,000 5.00
2029 1,830,000 5.00
2030 1,925,000 5.00
2031 2,020,000 5.00
2032 2,120,000 5.00
2033 2,225,000 5.00
2034 2,340,000 5.00
2035 2,455,000 5.00
AM8B/Revenue Bonds, 2006 Series Two
Loan Agreement Ketchikan ExhibitA
I:Docs1374217011oan Agreement Kcichikan.wpd Page A-I
Payment Provisions: Principal installments shall be payable on December 1 in each of the
years, and in the amounts set forth on page Ito this Exhibit A. Interest on the Bond shall
be payable on December 1, 2006, and thereafter on June 1 and December 1 of each year.
Prepayment Provisions: Principal installments due on or after December 1, 2017, are
subject to prepayment by the City, in whole or in part, on any date, on or after December
1, 2016, at a price of 100% of the principal amount thereof to be prepaid plus accrued
interest to the date of prepayment.
Extraordinary Optional Prepayment: The City may prepay the Ketchikan Bond in whole at
any time at redemption price equal to 100% of the principal amount thereof, plus accrued
interest to the date or redemption, in the event that all or any substantial portion of the Port
Facilities financed with the proceeds of the City's Ketchikan Bond shall have been
damaged or destroyed to such extent that in the opinion of the City, such Port Facilities
could not be reasonably restored or replaced using available insurance proceeds to
substantially the same condition thereof immediately preceding such damage and the City
has received insurance proceeds or other funds legally available for such purpose to
prepay all the entire outstanding Ketchikan Bond.
AMBB/Revenue Bonds, 2006 Series Two
Loan Agreement Ketctlikan .Exhibit
I:\Docs\37421701\Loan Agrcflmenl. KCJIchikan.wpd Page 1A-2
li:ll:II:
FORM OF
CONTINUING DISCLOSURE CERTIFICATE
The City of Ketchikan, Alaska (the "City") executes and delivers this Continuing Disclosure
Certificate (the "Disclosure Certificate") in connection with the issuance of $40,265,000
Alaska Municipal Bond Bank General Obligation Bonds, 2006 Series Two (the "Bonds").
The Bonds are being issued under the General Obligation Bond Resolution of the Issuer
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 ForThe Payment Of Principal Of And Interest On Said Bonds; And Providing For
The Rights Of The Holders Thereof," adopted July 13, 2005 (the "General Bond
Resolution"), and Series Resolution No. 2006-02, adopted on June 14, 2006 (the "Series
Resolution," and together with the General Bond Resolution, the "Resolutions"). The City
covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. The City is executing
and delivering this Disclosure Certificate for the benefit of the Beneficial Owners of the
Bonds, and to assist the Participating Underwriter in complying with Securities and
Exchange Commission Rule 15c2-12(b)(5). The City is an "Obligated Person" within the
meaning of the Rule.
Section 2. Definitions. In addition to the definitions set forth in the Resolutions,
which apply to any capitalized term used in this Disclosure Certificate unless otherwise
defined in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the City pursuant to, and as
described in, Section 3 of this Disclosure Certificate.
"City" means the City of Ketchikan, Alaska.
"Fiscal Year" means the fiscal year of the City (currently the 12-month period ending
December 31) as such fiscal year may be changed from time to time as required by State
law and the City's ordinances.
"Issuer" means the Alaska Municipal Bond Bank.
"NRMSIR" means any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. The NRMSIRs, as of the date hereof, are listed in
Attachment A.
AMBB/Revenue Bonds, 2006 SerIes Two
Loan Agreement Ketchikan - Exhibit B
I:\Docs374217011oan Agreement Kelchikan.wpd Page B-I
"Participating Underwriter" means any of the original underwriters of the Bonds
required to comply with the Rule in connection with the offering of the Bonds.
"Repository" means each NRMSIR and the SID.
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended from time to time.
"SID" means any public or private repository or entity designated by the State of
Alaska as a state depository for the purposes of the Rule. Currently there is no SID.
Section 3. Provision of Annual Reports and Financial Statements. Commencing
with its Fiscal Year ending December 31, 2006, and for so long as the City has outstanding
with the Issuer an amount of port revenue bonds equal to or greater than 10 percent of all
bonds outstanding under the General Bond Resolution as of the last day of the fiscal year
of the Issuer (currently June 30)', the City will provide to each Repository the following:
(a) Not later than 180 days after the end of each Fiscal Year, an
Annual Report for the Fiscal Year. The Annual Report shall
contain or incorporate by reference the following annual
financial information and operating data: (i) annual financial
statements for the City, prepared in accordance with generally
accepted accounting principles applicable to governmental
entities, as such principles may be changed from time to time
and (ii) financial information generally of the type included in
Appendix D under the heading "City of Ketchikan Port
Enterprise Fund Financial Summary" of the Official Statement.
Any or all of these items may be incorporated by reference
from official statements of debt issues of the City that are
available from the Municipal Securities Rulemaking Board, and
from other documents which have been submitted to the
Repositories or the Securities and Exchange Commission.
The City shall clearly identify each such other document so
incorporated by reference. The Annual Report may be
submitted as a single document or as separate documents
comprising a package, provided that audited financial
statements of the City may be submitted separately from the
remainder of the Annual Report.
- The City, not the Issuer, is responsible for determining whether its participation in the Issuer's
program falls below the 10% threshold.
AMBBlRevenue Bonds, 2006 Series Two
Loan Agreement Ketchikan - Exhibit B
Agreement - Ketcllikan,wpd Page B-2
(b) If not provided as part of the Annual Report, then promptly upon their public
release, the audited financial statements of the City for each Fiscal Year, prepared in
accordance with generally accepted accounting principles applicable to governmental
entities, as such principles may be changed from time to time.
(c) Any filing required under the terms of this Disclosure Certificate may be made
solely by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as
provided at http://www.disclosureusa.org unless the United States Securities and
Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated
September 7, 2004.
Section 4. Notice of Failure to Provide Information. The City shall provide in a
timely manner to each Repository notice of any failure to satisfy the requirements of
Section 3 of this Disclosure Certificate.
Section 5. Termination of Reporting Obligation. The City's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or
payment in full of its loan obligation with the Issuer and as otherwise described in Section
3 of this Disclosure Certificate.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the City may amend this Disclosure Certificate, provided that the
amendment meets each of the following conditions:
(a) The amendment is made in connection with a change in circumstances that
arises from a change in legal requirements, change in law, or change in the identity, nature
or status of the City;
(b) This Disclosure Certificate, as amended, would have complied with the
requirements of the Rule as of the date hereof, after taking into account any amendments
or interpretations of the Rule, as well as any changes in circumstances; and
(c) The City obtains an opinion of nationally recognized bond counsel to the
effect that the amendment will not adversely affect the Issuer's compliance with the Rule
or its continuing disclosure undertaking; and
(d) The City notifies and provides the Issuer and each then existing Repository
and any SID with the copies of the opinions and amendments.
Any such amendment may be adopted without the consent of any Beneficial Owner
of any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or
the Resolutions.
AMBB!Revenue Bonds, 2006 Series Two
Loan Agreement Ketchikan -Exhibit B
t:\Docs1374217011oari Agroomcnl •Kotohikan.wpd Page B-3
The first Annual Report containing amended operating data or financial information
pursuant to an amendment of this Disclosure Certificate shall explain, in narrative form, the
reasons for the amendment and its effect on the type of operating data and financial
information being provided.
Section 7. Default. In the event of a failure of the City to comply with any
provision of this Disclosure Certificate, any Beneficial Owner may take such actions as may
be necessary and appropriate, including an action to compel specific performance, to
cause the City to comply with its obligations under this Disclosure Certificate. No failure
to comply with any provision of this Disclosure Certificate shall be deemed an Event of
Default under the Resolutions, and the sole legal remedy under this Disclosure Certificate
in the event of any failure of the City to comply with this Disclosure Certificate shall be an
action to compel specific performance.
Section 8. Beneficiaries. This Disclosure Certificate shall inure solely to the
benefit of the City, the Issuer, the Trustee, the Participating Underwriter, and the Beneficial
Owners from time to time of the Bonds, and shall create no rights in any other person or
entity.
Section 9. Prior Compliance. Except as disclosed in the Official Statement for
the Bonds, the City is in compliance with all of its prior undertakings pursuant to the Rule.
DATED this 26th day of July 2006.
CITY OF KETCHIKAN, ALASKA
- ROBERT NEWELL
Finance Director
AMBBIRevenue Bonds, 2006 Series Two
Loan Agreement Ketchikan - Exhibit B
:10ocs137421701Loan Agreement - Kelchikn.wpd Page B-4
ATTACHMENT A -- NRMSIRs
(As of July 1, 2006)
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
http://www.bloomberg.com/markets/rates/municontacts.htmI
Email: MunisBloomberg.com
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
http://www.dpcdata.com
Email: nrmsir@dpcdata.com
FT Interactive Data
ATTN: NRMSIR
100 William Street, 151h Floor
New York, NY 10038
Phone: (212) 771-6999; 800-689-8466
Fax: (212) 771-7390
http://www.ftid.com
Email: NRMSlR@interactivedata.com
Standard & Poor's Securities Evaluations, Inc.
55 Water Street, 45th Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
www. iikennv.com/ iikennv/oser descrip data
ep.html E-mail: nrmsir repositorv(sandp.com
Any filing required under the terms of the Disclosure Certificate may be made solely
by transmitting such filing to the Texas Municipal Advisory Council (the "MAC") as provided
at htto://www.disclosureusa.ora unless the United States Securities and Exchange
Commission has withdrawn the interpretive advice in its letter to the MAC dated September
7, 2004.
AMBB/Revenue Bonds, 2006 Series Two
Loan Agreement Ketchikan - Exhibit B
1:\0ocs137421701Lo;mAgroemcnI -Kclohikao.Yipd Page B-5
EXHIBIT C
AMBB/Revenue Bonds, 2006 Series Two
Loan Agreement Ketchikan - Exhibit C Page C-I 1:\Docs\37421701\Ioari Agmemcnl Kctcilikanwpd
CITY OF KETCHIKAN
PORT ENTERPRISE FUND FINANCIAL SUMMARY
2005 2004 2003 2002
Audited Audited Audited Audited
Assets
Cash $7,066,674 $5,121,067 $2,895,450 $2,163,498
Port Facilities (net) 9,762,409 10,072,444 '10,282,618 9,737,592
Construction Work in Progress 1,632,135 2,686,197 2,276,353 358,350
Restricted Assets
Other Assets 47,113 99,752 129,455 95,360
Total Assets 18,508,331 17,979460 15.583 876 12 354,800
Liabilities and Net Assets
General Obligation Bonds Payable 1,880,000 2,065,000 2,245,000 2,415,000
Revenue Bonds Payable 0 0 0 0
Other Liabilities 3,759,032 2,541,005 3,261,400 114,355
Total Liabilities 5,639 032 4606,005 5.506 400 2 529,355
$12,869,299 $13,373,455 $10,077,476 $9,825,445
NetAssets
Operating Revenues $7,096,948 $5,000,010 $1,774,457 $1,661,674
Operating Expenses
Operation and Maintenance 1,945,688 792,954 828,052 595,557
Depreciation 618,708 632,143 610,454 616,196
Payment in Lieu of Taxesrraxes 102,100 102 100 102,100 102 100
Total Operating Expenses 2.666.496 1,527,197 1,540,606 1,313,853
Operating Income 4,430,452 3,472,813 233,851 347,821
(68,390) (183,706) (22,824) (100,244)
Non-Operating Revenue (Expense)
Income Before Contributions,
Extraordinary Item & Transfers 4,362,062 3,289,107 211,027 247,577
Contributions 12,251 6,872 41,004 25,000
Extraordinary Hem (1) (2,432,884)
Transfers (2) (2,445,585)
Change in NetAssets ($504,156) $3,295,979 $252,031 $272,577
Revenue Bond Debt Coverage:
1.25xAnnual Debt Service NIA MA NIA NIA
1.0 x Annual Debt Service/Reserves
AccounVRepair and Replacement
Fund/SPH Lease Payments MA NIA NIA NIA
Unaudited
# of Ships 37 37 37 34
#of Calls/Stops 562 535 538 503
# of Water Passengers 921,429 848,969 770,663 700,993
Reflects statistical iriforn'ation provided by the Kdikan 'visitors Bureau
(1) The Port Enterprise Fund incurred an extraordinary lass of $2,432,884 as a result of expensing engiheering and
consulting cost that arose from the design and development of T piers and south-end berth facilities ne>:t to Thomas
Basin Boat Harbor. These concepts were abandoned in favor of a north-end expansion next to Casey Moran
Harbor and the potential lease of a privately owned berth.
(2) A transfer of $2.445,585 was made from the Port Enterprise Fund to the the Major Capl\a! Improvements Fund
to pay for the rehabilitation of portions of Front Street and Spruce Mill Way. The Port financed the rehabilitation
because its activities damaged portions of the streets and the structural systems of the streets were not sufficient to
support the load requirements of expanding port operations.
D-2